EX-10.8



 Exhibit 10.8 

FORM OF 
 VAREX IMAGING
CORPORATION 
 2017 OMNIBUS STOCK PLAN 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1
	 	 BACKGROUND AND PURPOSE
	  	 	1	  
			
	 1.1
	 	Effective Date	  	 	1	  
	 1.2
	 	Purpose of the Plan	  	 	1	  
			
	 SECTION 2
	 	 DEFINITIONS
	  	 	1	  
			
	 2.1
	 	 “1934 Act
	  	 	1	  
	 2.2
	 	 “Affiliate
	  	 	1	  
	 2.3
	 	 “Award
	  	 	1	  
	 2.4
	 	 “Award Agreement
	  	 	1	  
	 2.5
	 	 “Board
	  	 	1	  
	 2.6
	 	 “Code
	  	 	1	  
	 2.7
	 	 “Committee
	  	 	1	  
	 2.8
	 	 “Company
	  	 	2	  
	 2.9
	 	 “Consultant
	  	 	2	  
	 2.10
	 	 “Deferred Stock Unit
	  	 	2	  
	 2.11
	 	 “Director
	  	 	2	  
	 2.12
	 	 “Disability
	  	 	2	  
	 2.13
	 	 “EBIT
	  	 	2	  
	 2.14
	 	 “EBITDA
	  	 	2	  
	 2.15
	 	 “Earnings Per Share
	  	 	2	  
	 2.16
	 	 “Employee
	  	 	2	  
	 2.17
	 	 “Exercise Price
	  	 	2	  
	 2.18
	 	 “Fair Market Value
	  	 	2	  
	 2.19
	 	 “Fiscal Year
	  	 	2	  
	 2.20
	 	 “Grant Date
	  	 	2	  
	 2.21
	 	 “Incentive Stock Option
	  	 	3	  
	 2.22
	 	 “Net Income
	  	 	3	  
	 2.23
	 	 “Net Orders
	  	 	3	  
	 2.24
	 	 “Non-employee Director
	  	 	3	  
	 2.25
	 	 “Non-qualified Stock Option
	  	 	3	  
	 2.26
	 	 “Operating Cash Flow
	  	 	3	  
	 2.27
	 	 “Option
	  	 	3	  
	 2.28
	 	 “Participant
	  	 	3	  
	 2.29
	 	 “Performance Goals
	  	 	3	  
	 2.30
	 	 “Performance Period
	  	 	3	  
	 2.31
	 	 “Performance Share
	  	 	4	  
	 2.32
	 	 “Performance Unit
	  	 	4	  
	 2.33
	 	 “Period of Restriction
	  	 	4	  
	 2.34
	 	 “Plan
	  	 	4	  
	 2.35
	 	 “Restricted Stock
	  	 	4	  
	 2.36
	 	 “Restricted Stock Units
	  	 	4	  
	 2.37
	 	 “Retirement
	  	 	4	  
	 2.38
	 	 “Return on Assets
	  	 	4	  
	 2.39
	 	 “Return on Equity
	  	 	4	  
	 2.40
	 	 “Return on Sales
	  	 	4	  
	 2.41
	 	 “Revenue
	  	 	4	  
	 2.42
	 	 “Rule 16b-3
	  	 	4	  
	 2.43
	 	 “Section 16 Person
	  	 	4	  
	 2.44
	 	 “Shareholder Return
	  	 	4	  
	 2.45
	 	 “Shares
	  	 	4	  
	 2.46
	 	 “Stock Appreciation Right
	  	 	5	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 2.47
	 	 “Subsidiary
	  	 	5	  
	 2.48
	 	 “Termination of Service
	  	 	5	  
	 2.49
	 	 “Varian Stock Awards
	  	 	5	  
			
	 SECTION 3
	 	 ADMINISTRATION
	  	 	5	  
			
	 3.1
	 	 The Committee
	  	 	5	  
	 3.2
	 	 Authority of the Committee
	  	 	5	  
	 3.3
	 	 Delegation by the Committee
	  	 	6	  
	 3.4
	 	 Non-employee Directors
	  	 	6	  
	 3.5
	 	 Decisions Binding
	  	 	6	  
			
	 SECTION 4
	 	 SHARES SUBJECT TO THE PLAN
	  	 	6	  
			
	 4.1
	 	 Number of Shares
	  	 	6	  
	 4.2
	 	 Lapsed Awards
	  	 	6	  
	 4.3
	 	 Shares Not Available for Subsequent Issuance
	  	 	6	  
	 4.4
	 	 Adjustments in Awards and Authorized Shares
	  	 	6	  
			
	 SECTION 5
	 	 STOCK OPTIONS
	  	 	7	  
			
	 5.1
	 	 Grant of Options
	  	 	7	  
	 5.2
	 	 Award Agreement
	  	 	7	  
	 5.3
	 	 Exercise Price
	  	 	7	  
	 5.3.1
	 	 Non-qualified Stock Options
	  	 	7	  
	 5.3.2
	 	 Incentive Stock Options
	  	 	7	  
	 5.3.3
	 	 Substitute Options
	  	 	7	  
	 5.4
	 	 Expiration of Options
	  	 	8	  
	 5.4.1
	 	 Expiration Dates
	  	 	8	  
	 5.4.2
	 	 Death of Participant
	  	 	8	  
	 5.4.3
	 	 Committee Discretion
	  	 	8	  
	 5.5
	 	 Exercisability of Options
	  	 	8	  
	 5.6
	 	 Payment
	  	 	8	  
	 5.7
	 	 Restrictions on Share Transferability
	  	 	9	  
	 5.8
	 	 Certain Additional Provisions for Incentive Stock Options
	  	 	9	  
	 5.8.1
	 	 Exercisability
	  	 	9	  
	 5.8.2
	 	 Termination of Service
	  	 	9	  
	 5.8.3
	 	 Company and Subsidiaries Only
	  	 	9	  
	 5.8.4
	 	 Expiration
	  	 	9	  
			
	 SECTION 6
	 	 STOCK APPRECIATION RIGHTS
	  	 	9	  
			
	 6.1
	 	 Grant of SARs
	  	 	9	  
	 6.2
	 	 Exercise Price and Other Terms
	  	 	9	  
	 6.3
	 	 SAR Agreement
	  	 	9	  
	 6.4
	 	 Expiration of SARs
	  	 	10	  
	 6.5
	 	 Payment of SAR Amount
	  	 	10	  
	 6.6
	 	 Payment Upon Exercise of SAR
	  	 	10	  
			
	 SECTION 7
	 	 RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	  	 	10	  
			
	 7.1
	 	 Grant of Restricted Stock and Restricted Stock Units
	  	 	10	  
	 7.2
	 	 Restricted Stock and Restricted Stock Units Agreement
	  	 	10	  
	 7.3
	 	 Transferability
	  	 	10	  
	 7.4
	 	 Other Restrictions
	  	 	10	  
	 7.4.1
	 	 General Restrictions
	  	 	10	  
	 7.4.2
	 	 Section 162(m) Performance Restrictions
	  	 	10	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 7.4.3
	 	Legend on Certificates	  	 	11	  
	 7.5
	 	 Removal of Restrictions
	  	 	11	  
	 7.6
	 	 Voting Rights
	  	 	11	  
	 7.7
	 	 Dividends and Other Distributions
	  	 	11	  
	 7.8
	 	 Return of Restricted Stock to Company
	  	 	11	  
			
	 SECTION 8
	 	 PERFORMANCE UNITS AND PERFORMANCE SHARES
	  	 	11	  
			
	 8.1
	 	 Grant of Performance Units and Shares
	  	 	11	  
	 8.2
	 	 Initial Value
	  	 	11	  
	 8.3
	 	 Performance Objectives and Other Terms
	  	 	12	  
	 8.3.1
	 	 General Performance Objectives
	  	 	12	  
	 8.3.2
	 	 Section 162(m) Performance Objectives
	  	 	12	  
	 8.4
	 	 Earning of Performance Units and Performance Shares
	  	 	12	  
	 8.5
	 	 Form and Timing of Payment
	  	 	12	  
	 8.6
	 	 Cancellation
	  	 	12	  
			
	 SECTION 9
	 	 NON-EMPLOYEE DIRECTORS
	  	 	12	  
			
	 9.1
	 	 Limitation on Grants to Non-Employee Directors
	  	 	12	  
	 9.2
	 	 Non-Employee Director Options
	  	 	13	  
	 9.3
	 	 Terms of Options
	  	 	13	  
	 9.3.1
	 	 Option Agreement
	  	 	13	  
	 9.3.2
	 	 Exercise Price
	  	 	13	  
	 9.3.3
	 	 Exercisability
	  	 	13	  
	 9.3.4
	 	 Expiration of Options
	  	 	13	  
	 9.3.5
	 	 Death of Director
	  	 	13	  
	 9.3.6
	 	 Not Incentive Stock Options
	  	 	13	  
	 9.3.7
	 	 Other Terms
	  	 	13	  
	 9.4
	 	 Substitute Options
	  	 	13	  
	 9.5
	 	 Elections by Non-employee Directors
	  	 	14	  
	 9.6
	 	 Deferred Stock Units
	  	 	14	  
	 9.7
	 	 Terms of Deferred Stock Units
	  	 	14	  
	 9.7.1
	 	 Deferred Stock Unit Agreement
	  	 	14	  
	 9.7.2
	 	 Vesting
	  	 	14	  
	 9.7.3
	 	 Payment
	  	 	14	  
	 9.7.4
	 	 Other Terms
	  	 	14	  
			
	 SECTION 10
	 	 MISCELLANEOUS
	  	 	14	  
			
	 10.1
	 	 No Effect on Employment or Service
	  	 	14	  
	 10.2
	 	 Participation
	  	 	14	  
	 10.3
	 	 Indemnification
	  	 	15	  
	 10.4
	 	 Successors
	  	 	15	  
	 10.5
	 	 Beneficiary Designations
	  	 	15	  
	 10.6
	 	 Nontransferability of Awards
	  	 	15	  
	 10.7
	 	 No Rights as Stockholder
	  	 	15	  
	 10.8
	 	 Withholding Requirements
	  	 	15	  
	 10.9
	 	 Withholding Arrangements
	  	 	16	  
	 10.10
	 	 Deferrals
	  	 	16	  
	 10.11
	 	 Dividend Equivalents
	  	 	16	  
	 10.12
	 	 Prohibition on Repricings
	  	 	16	  
	 10.13
	 	 Maximum Term of Options and SARs
	  	 	16	  
	 10.14
	 	 Restatement of Financial Results
	  	 	16	  
			
	 SECTION 11
	 	 CORPORATE TRANSACTIONS
	  	 	17	  


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 11.1
	 	Effect of Corporate Transaction on Awards	  	 	17	  
	 11.2
	 	 Authority of the Committee
	  	 	17	  
			
	 SECTION 12
	 	 AMENDMENT, TERMINATION AND DURATION
	  	 	17	  
			
	 12.1
	 	 Amendment, Suspension or Termination
	  	 	17	  
	 12.2
	 	 Duration of the Plan
	  	 	18	  
			
	 SECTION 13
	 	 LEGAL CONSTRUCTION
	  	 	18	  
			
	 13.1
	 	 Gender and Number
	  	 	18	  
	 13.2
	 	 Severability
	  	 	18	  
	 13.3
	 	 Requirements of Law
	  	 	18	  
	 13.4
	 	 Governing Law
	  	 	18	  
	 13.5
	 	Captions	  	 	18	  


  
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 VAREX IMAGING CORPORATION 

2017 OMNIBUS STOCK PLAN 

SECTION 1 
 BACKGROUND
AND PURPOSE 
 1.1 Effective Date. The Varex Imaging Corporation 2017 Omnibus Stock Plan was adopted by the Board on
[            ] (the “Adoption Date”), effective on the day immediately prior to the spin-off of the Company from Varian Medical Systems, Inc. (“Varian”), and approved by
Varian, as the sole stockholder of the Company on [            ]. 
 1.2
Purpose of the Plan. The Plan is intended to increase incentives and to encourage Share ownership on the part of (1) employees of the Company and its Affiliates, (2) consultants who provide significant services to the Company
and its Affiliates, and (3) directors of the Company who are employees of neither the Company nor any Affiliate. The Plan also is intended to further the growth and profitability of the Company. The Plan is intended to permit the grant of
Awards that qualify as performance-based compensation under section 162(m) of the Code. 
 SECTION 2 

DEFINITIONS 
 The following
words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 
 2.1
“1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated
under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 

2.2 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships
and joint ventures) controlling, controlled by, or under common control with the Company. 
 2.3 “Award”
means, individually or collectively, a grant under the Plan of Non-qualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Deferred Stock Units, including without
limitation, stock awards granted in substitution of Varian Stock Awards. 
 2.4 “Award Agreement”
means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan. 
 2.5
“Board” means the Board of Directors of the Company. 
 2.6 “Code”
means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any
future legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.7
“Committee” means the committee appointed by the Board (pursuant to Section 3.1) to administer the Plan. 

  
 1 








 2.8 “Company” means Varex Imaging Corporation, a Delaware
corporation, or any successor thereto. 
 2.9 “Consultant” means any consultant, independent
contractor, or other person who provides significant services to the Company or its Affiliates that is a natural person, but who is neither an Employee nor a Director. 

2.10 “Deferred Stock Unit” means a Deferred Stock Unit granted pursuant to Section 9.6. 

2.11 “Director” means any individual who is a member of the Board. 

2.12 “Disability” means a permanent and total disability within the meaning of section 22(e)(3) of
the Code, provided that in the case of Awards other than Incentive Stock Options, the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by
the Committee from time to time. Notwithstanding the foregoing, to the extent “Disability” is used to establish a payment event with respect to any Award subject to section 409A of the Code, “Disability” shall have the meaning
set forth in section 409A of the Code and the applicable guidance issued by the Secretary of the Treasury thereunder. 
 2.13
“EBIT” means as to any Performance Period, the Company’s or a business unit’s income before reductions for interest and taxes, determined in accordance with generally accepted accounting principles.

 2.14 “EBITDA” means as to any Performance Period, the Company’s or a business unit’s
income before reductions for interest, taxes, depreciation and amortization, determined in accordance with generally accepted accounting principles. 

2.15 “Earnings Per Share” means as to any Performance Period, the Company’s or a business
unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles. 

2.16 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at
the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. 
 2.17 “Exercise
Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option. 

2.18 “Fair Market Value” means the last quoted per share selling price for Shares on an established
securities market on the relevant date, or if there were no sales on such date, the last quoted per share price for Shares on the next date on which there were sales of Shares. Notwithstanding the preceding, for federal, state and local income tax
reporting purposes, fair market value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time. 

2.19 “Fiscal Year” means the fiscal year of the Company. 

2.20 “Grant Date” means, with respect to an Award, the date that the Award was granted. 

  
 2 








 2.21 “Incentive Stock Option” means an Option to purchase
Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of section 422 of the Code. 
 2.22
“Net Income” means as to any Performance Period, the Company’s or a business unit’s income after taxes, determined in accordance with generally accepted accounting principles. 

2.23 “Net Orders” means as to any Performance Period, the Company’s or a business unit’s net
orders calculated (and reviewed by the Company’s external independent auditors in accordance with agreed standard procedures) for and reported in the Company’s quarterly financial earnings press release filed by the Company on a Current
Report on Form 8-K.
 2.24 “Non-employee Director” means a Director who is an employee of neither the
Company nor of any Affiliate. 
 2.25 “Non-qualified Stock Option” means an option to purchase Shares
which is not intended to be an Incentive Stock Option. 
 2.26 “Operating Cash Flow” means as to any
Performance Period, the Company’s or a business unit’s sum of Net Income plus depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other current assets,
trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting principles. 

2.27 “Option” means an Incentive Stock Option or a Non-qualified Stock Option. 

2.28 “Participant” means an Employee, Consultant, or Non-employee Director who has an outstanding Award.

 2.29 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in
its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following
measures: (a) EBIT, (b) EBITDA, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f) Return on Assets, (g) Return on Equity, (h) Return on Sales, (i) Revenue, (j) Shareholder
Return, (k) orders or Net Orders, (l) expenses, (m) cost of goods sold, (n) profit/loss or profit margin, (o) working capital, (p) operating income, (q) cash flow, (r) market share, (s) return on equity, (t) economic value add, (u) stock price of
the Company’s stock, (v) price/earning ratio, (w) debt or debt-to-equity ratio, (x) accounts receivable, (y) cash, (z) write-off, (aa) assets, (bb) liquidity, (cc) operations, (dd) intellectual property (e.g., patents), (ee) product
development, (ff) regulatory activities, (gg) manufacturing, production or inventory, (hh) mergers, acquisitions or divestitures, (ii) financings, (jj) days sales outstanding, (kk) backlog, (ll) deferred revenue, and (mm) employee headcount. The
Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Committee shall determine whether any significant element(s) shall be included in or excluded from the calculation of any
Performance Goal with respect to any Participant. “Determination Date” means the latest possible date that will not jeopardize an Award’s qualification as performance-based compensation under section 162(m) of the Code.
Notwithstanding the previous sentence, for Awards not intended to qualify as performance-based compensation, “Determination Date” shall mean such date as the Committee may determine in its discretion. 

2.30 “Performance Period” means any fiscal period not to exceed three consecutive Fiscal Years, as
determined by the Committee in its sole discretion. 

  
 3 








 2.31 “Performance Share” means a Performance Share granted
to a Participant pursuant to Section 8. 
 2.32 “Performance Unit” means a Performance Unit
granted to a Participant pursuant to Section 8. 
 2.33 “Period of Restriction” means the period
during which shares of Restricted Stock are subject to forfeiture and/or restrictions on transferability. 
 2.34
“Plan” means the Varex Imaging Corporation 2017 Omnibus Stock Plan, as set forth in this instrument and as hereafter amended from time to time. 

2.35 “Restricted Stock” means an Award granted to a Participant pursuant to Section 7. 

2.36 “Restricted Stock Units” means a Restricted Stock Unit granted to a Participant pursuant to
Section 7. 
 2.37 “Retirement” means, in the case of an Employee or a Non-employee Director,
“Retirement” as defined pursuant to the Company’s or the Board’s Retirement Policies, as they may be established from time to time. With respect to a Consultant, no Termination of Service shall be deemed to be on account of
“Retirement.” 
 2.38 “Return on Assets” means as to any Performance Period, the percentage
equal to the Company’s or a business unit’s EBIT before incentive compensation, divided by average net Company or business unit, as applicable, assets, determined in accordance with generally accepted accounting principles. 

2.39 “Return on Equity” means as to any Performance Period, the percentage equal to the Company’s
Net Income divided by average stockholder’s equity, determined in accordance with generally accepted accounting principles. 
 2.40
“Return on Sales” means as to any Performance Period, the percentage equal to the Company’s or a business unit’s EBIT before incentive compensation, divided by the Company’s or the business
unit’s, as applicable, Revenue, determined in accordance with generally accepted accounting principles. 
 2.41
“Revenue” means as to any Performance Period, the Company’s or a business unit’s net sales, determined in accordance with generally accepted accounting principles. 

2.42 “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as amended,
and any future regulation amending, supplementing or superseding such regulation. 
 2.43 “Section 16
Person” means a person who, with respect to the Shares, is subject to section 16 of the 1934 Act. 
 2.44
“Shareholder Return” means as to any Performance Period, the total return (change in share price plus reinvestment of any dividends) of a Share. 

2.45 “Shares” means shares of the Company’s common stock. 

  
 4 








 2.46 “Stock Appreciation Right” or
“SAR” means an Award, granted alone, in connection or in tandem with a related Option, that pursuant to Section 6 is designated as a SAR. 

2.47 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company
if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain. 
 2.48 “Termination of Service” means (a) in the case of an Employee, a cessation of the
employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the disaffiliation of an
Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate; (b) in the case of a Consultant, a cessation of the service relationship between a Consultant and the Company or an
Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-engagement of
the consultant by the Company or an Affiliate; and (c) in the case of a Non-employee Director, a cessation of the Non-employee Director’s service on the Board for any reason. Notwithstanding the foregoing, to the extent that
“Termination of Service” is used to establish a payment event with respect to any Award subject to section 409A of the Code, “Termination of Service” shall have the same meaning as “separation from service” as that term
is defined in section 409A of the Code and the applicable guidance issued by the Secretary of the Treasury thereunder. 
 2.49
“Varian Stock Awards” means stock awards granted under the Varian Medical Systems, Inc. Third Amended and Restated 2005 Omnibus Stock Plan to Employees, Directors and Consultants prior to the Spin-off
becoming effective. 
 SECTION 3 

ADMINISTRATION 
 3.1 The
Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board.
Each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, (b) an “independent director” under NASDAQ Listing Rule 5605(a)(2), and (c) an “outside director” under
section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid to the extent permitted by law despite such failure to
qualify. 
 3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the
Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees and Consultants
shall be granted Awards, (b) prescribe the terms and conditions of the Awards (other than the Options granted to Non-employee Directors pursuant to Section 9), (c) interpret the Plan and the Awards, (d) adopt such procedures,
agreements, arrangements, sub plans and terms as are necessary or appropriate to permit participation in the Plan by Employees, Consultants and Directors who are foreign nationals or employed outside of the United States, (e) adopt
rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules. Notwithstanding any contrary provision of the Plan, the Committee may reduce the
amount payable under any Award (other than an Option) after the grant of such Award. 

  
 5 








 3.3 Delegation by the Committee. The Committee, in its sole discretion and on such
terms and conditions as comply with applicable law, may delegate all or any part of its authority and powers under the Plan to a committee of one or more directors and/or to officers of the Company; provided, however, that the Committee may not
delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to Awards which are intended to qualify as
performance-based compensation under section 162(m) of the Code. 
 3.4 Non-employee Directors. Notwithstanding any contrary
provision of this Section 3, the Board shall administer Section 9 of the Plan, and the Committee shall exercise no discretion with respect to Section 9. In the Board’s administration of Section 9 and the Awards and any
Shares granted to Non-employee Directors, the Board shall have all of the authority and discretion otherwise granted to the Committee with respect to the administration of the Plan. 

3.5 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law. 

SECTION 4 
 SHARES
SUBJECT TO THE PLAN 
 4.1 Number of Shares. Subject to adjustment as provided in Section 4.4, the total number of
Shares available for issuance under the Plan shall not exceed (i) [            ] Shares, plus (ii) such number of Shares that are subject to Awards that are granted in substitution
for Varian Stock Awards in connection with the Spin-off, with the maximum number of Shares that are subject to such Awards not to exceed [            ] Shares, plus (iii) such number
of Shares that are granted pursuant to substitute Awards in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c). Shares issued under the Plan may be authorized but unissued Shares, treasury Shares or reacquired
Shares, including Shares repurchased by the Company on the open market. For purposes of this Section 4.1, any Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against the limit stated in this Section 4.1 as
one (1) Share for every (1) Share issued, and any shares issued in connection with Awards other than Options and Stock Appreciation Rights shall be counted against the limit stated in this Section 4.1 as
[            ] Shares for every one (1) Share issued. All of the Shares available for issuance under the Plan may be issued as Incentive Stock Options. 

4.2 Lapsed Awards. If an Award terminates, expires, or lapses for any reason, any Shares subject to such Award (plus the number of
additional shares, if any, that counted against the share pool using the share counting rule in effect at the time the Award was granted) again shall be available to be the subject of an Award. In addition, Shares issued pursuant to Awards assumed
or issued in substitution of other awards in connection with the acquisition by the Company of an unrelated entity shall not reduce the maximum number of Shares issuable under Section 4.1. 

4.3 Shares Not Available for Subsequent Issuance. If any Shares subject to an Award are not delivered to a Participant because the
Award is exercised through a reduction of Shares subject to the Award (i.e., “net exercised”), the number of Shares that are not delivered to the Participant shall not remain available for issuance under the Plan. Also, any Shares
reacquired by the Company to satisfy tax withholding obligations pursuant to Section 10.8 or as consideration for the exercise of an Option shall not again become available for issuance under the Plan. In addition, the number of Shares with respect
to which a SAR is exercised shall not again become available for issuance under the Plan. 
 4.4 Adjustments in Awards and Authorized
Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share 

  
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combination, or other change in the corporate structure of the Company affecting the Shares, the Committee shall adjust the number and class of Shares which may be delivered under the Plan, the
number, class, and price of Shares subject to outstanding Awards, and the numerical limit in Sections 5.1, 6.1., 7.1, and 8.1 in such manner as the Committee (in its sole discretion) shall determine to be appropriate to prevent the
dilution or diminution of such Awards. In the case of Awards granted to Non-employee Directors, the foregoing adjustments shall be made by the Board. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole
number. 
 SECTION 5 

STOCK OPTIONS 
 5.1
Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees and Consultants at any time and from time to time as determined by the Committee in its sole discretion. The Committee, in its sole
discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options covering more than [            ]
Shares. The Committee may grant Incentive Stock Options, Non-qualified Stock Options, or a combination thereof. Non-Qualified Stock Options may be granted under the Plan pursuant to Section 9 to Non-employee Directors by the Board, which shall
determine the terms of such Options. 
 5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall
specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, any conditions to exercise of the Option, and such other terms and conditions as the Committee, in its discretion, shall determine. The
Award Agreement shall specify whether the Option is intended to be an Incentive Stock Option or a Non-qualified Stock Option. 
 5.3
Exercise Price. Subject to the provisions of this Section 5.3, the Exercise Price for each Option shall be determined by the Committee in its sole discretion. 

5.3.1 Non-qualified Stock Options. In the case of a Non-qualified Stock Option, the Exercise Price shall be not
less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. 
 5.3.2
Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date,
the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to section 424(d) of the Code) owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the
Company or any of its Subsidiaries, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date. 

5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in the event that the Company
or an Affiliate consummates a transaction described in section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees or Consultants on account of such transaction may be
granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with section 424(a) of the Code, shall determine the exercise price of
such substitute Options. 

  
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 5.4 Expiration of Options. 

5.4.1 Expiration Dates. Subject to Section 10.13, except as set forth in each Award Agreement, each Option shall
terminate no later than the first to occur of the following events: 
 (a) The expiration of seven (7) years from the
Grant Date; or 
 (b) The expiration of three (3) months from the date of the Participant’s Termination of Service
for a reason other than the Participant’s death, Disability or Retirement; or 
 (c) The expiration of one (1) year
from the date of the Participant’s Termination of Service by reason of Disability; or 
 (d) The expiration of three
(3) years from the date of the Participant’s Retirement (subject to Section 5.8.2 regarding Incentive Stock Options); or 

(e) The date of the Participant’s Termination of Service by the Company for cause (as determined by the Company). 

5.4.2 Death of Participant. Subject to Section 10.13, notwithstanding Section 5.4.1, if a Participant who is
an Employee dies prior to the expiration of his or her Options, his or her Options shall be exercisable until the expiration of three (3) years after the date of death. If a Participant who is a Consultant dies prior to the expiration of his or
her Options, the Committee, in its discretion, may provide that his or her Options shall be exercisable for up to three (3) years after the date of death. 

5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1, 5.4.2 and 10.13, the Committee, in its sole
discretion, (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted and before such Option expires, extend the maximum term of the Option (subject to
Section 5.8.4 regarding Incentive Stock Options). 
 5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.
If a Participant dies while an Employee, the exercisability of his or her Options shall be fully accelerated to the date of Termination of Service. 

5.6 Payment. Options shall be exercised by the Participant’s delivery of a written notice of exercise to the Secretary of the
Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. 

Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee, in its
sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (b) by any other means which the Committee, in its
sole discretion, determines both to provide legal consideration for the Shares and to be consistent with the purposes of the Plan. 

  
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 As soon as practicable after receipt of a written notification of exercise and full payment for
the Shares purchased, the Company shall deliver to the Participant (or the Participant’s designated broker) Share certificates (which may be in book entry form) representing such Shares. 

5.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option as it may deem advisable, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or
any blue sky or state securities laws. 
 5.8 Certain Additional Provisions for Incentive Stock Options. 

5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect
to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000. 

5.8.2 Termination of Service. If any portion of an Incentive Stock Option is exercised more than three
(3) months after the Participant’s Termination of Service for any reason other than Disability or death (unless (a) the Participant dies during such three-month period, and (b) the Award Agreement or the Committee permits later
exercise), the portion so exercised shall be deemed a Non-qualified Stock Option. 
 5.8.3 Company and Subsidiaries
Only. Incentive Stock Options may be granted only to persons who are employees of the Company or a Subsidiary on the Grant Date. 

5.8.4 Expiration. No Incentive Stock Option may be exercised after the expiration of seven (7) years from the
Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to section 424(d) of the Code, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, the Option may not be exercised after the expiration of five (5) years from the Grant Date. 

SECTION 6 
 STOCK
APPRECIATION RIGHTS 
 6.1 Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Employees
and Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any
Fiscal Year, no Participant shall be granted SARs covering more than [            ] Shares. 

6.2 Exercise Price and Other Terms. The Committee, subject to the provisions of the Plan, shall have complete discretion to
determine the terms and conditions of SARs granted under the Plan. However, the exercise price of a SAR shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. 

6.3 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the
SAR, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 

  
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 6.4 Expiration of SARs. A SAR granted under the Plan shall expire upon the date
determined by the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4 and 10.13 also shall apply to SARs. 

6.5 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an
amount determined by multiplying: 
 (a) The difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times 
 (b) The number of Shares with respect to which the SAR is exercised. 

6.6 Payment Upon Exercise of SAR. At the discretion of the Committee, payment for a SAR may be in cash, Shares or a combination
thereof. 
 SECTION 7 

RESTRICTED STOCK AND RESTRICTED STOCK UNITS 

7.1 Grant of Restricted Stock and Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee, at any
time and from time to time, may grant Shares of Restricted Stock or Restricted Stock Units to Employees and Consultants in such amounts as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine
the number of Shares to be granted to each Participant, provided that during any Fiscal Year, no Participant shall be granted more than [            ] Shares of Restricted Stock or
Restricted Stock Units. 
 7.2 Restricted Stock and Restricted Stock Units Agreement. Each Award of Restricted Stock or
Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, any price to be paid for the Shares, and such other terms and conditions as the Committee, in its sole
discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed. 

7.3 Transferability. Shares of Restricted Stock or Restricted Stock Units may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of Restriction. 
 7.4 Other Restrictions. The
Committee, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock or Restricted Stock Units as it may deem advisable or appropriate, in accordance with this Section 7.4. 

7.4.1 General Restrictions. The Committee may set restrictions based upon the achievement of specific performance
objectives (Company-wide, business unit or individual), applicable federal or state securities laws, or any other basis determined by the Committee in its discretion. 

7.4.2 Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock and Restricted
Stock Units as “performance-based compensation” under section 162(m) of the Code, the Committee, in its discretion, may set restrictions based upon the achievement of Performance Goals. The
Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock or Restricted Stock Units to qualify as “performance-based compensation” under
section 162(m) of the Code. In granting Restricted Stock or Restricted Stock Units which are intended to qualify as “performance-based 

  
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compensation” under section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure such qualification
(e.g., in determining the Performance Goals). 
 7.4.3 Legend on Certificates. The Committee, in its discretion,
may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following
legend: 
 “The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth in the Varex Imaging Corporation 2017 Omnibus Stock Plan, and in a Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from
the Secretary of Varex Imaging Corporation” 
 7.5 Removal of Restrictions. Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse, and
remove any restrictions. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 7.4 removed from his or her Share certificate, and the Shares shall be freely transferable by the
Participant. 
 7.6 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement. 
 7.7
Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise
provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were
paid. 
 7.8 Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which
restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. 
 SECTION 8 

PERFORMANCE UNITS AND PERFORMANCE SHARES 

8.1 Grant of Performance Units and Shares. Performance Units and Performance Shares may be granted to Employees and Consultants at
any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Performance Units and Performance Shares granted to any Participant, provided
that during any Fiscal Year, no more than [            ] Performance Shares or Performance Units may be granted to any Participant. 

8.2 Initial Value. Each Performance Unit shall have an initial value that is established by the Committee on or before the Grant
Date, provided that such value shall not exceed the Fair Market Value of a Share on the Grant Date. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.  

  
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 8.3 Performance Objectives and Other Terms. The Committee shall set performance
objectives in its discretion, which, depending on the extent to which they are met, will determine the number or value of Performance Units or Shares that will be paid out to the Participants. The Committee may set performance objectives based upon
the achievement of Company-wide, business unit, or individual goals, or any other basis determined by the Committee in its discretion. The time period during which the performance objectives must be met shall be called the “Performance
Period.” Each Award of Performance Units or Shares shall be evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 

8.3.1 General Performance Objectives. The Committee may set performance objectives based upon the achievement of
Company-wide, business unit or individual goals, or any other basis determined by the Committee in its discretion. 
 8.3.2
Section 162(m) Performance Objectives. For purposes of qualifying grants of Performance Units or Shares as “performance-based compensation” under section 162(m) of
the Code, the Committee, in its discretion, may determine that the performance objectives applicable to Performance Units or Shares shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or
before the latest date permissible to enable the Performance Units or Shares to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Performance Units or
Shares which are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units or Shares under
section 162(m) of the Code (e.g., in determining the Performance Goals). 
 8.4 Earning of Performance Units and Performance
Shares. After the applicable Performance Period has ended, the Participant shall be entitled to receive a payout of the number of Performance Units or Shares earned during the Performance Period, depending upon the extent to which the
applicable performance objectives have been achieved. After the grant of a Performance Unit or Share, the Committee, in its sole discretion, may reduce or waive any performance objectives for Award. 

8.5 Form and Timing of Payment. Payment of earned Performance Units or Performance Shares shall be made as soon
as practicable after the expiration of the applicable Performance Period. The Committee, in its sole discretion, may pay such earned Awards in cash, Shares or a combination thereof. 

8.6 Cancellation. On the date set forth in the Award Agreement, all unearned or unvested Performance Units or Performance Shares
shall be forfeited to the Company, and again shall be available for grant under the Plan. 
 SECTION 9 

NON-EMPLOYEE DIRECTORS 

9.1 Limitation on Grants to Non-Employee Directors. The maximum number of Shares subject to stock awards granted during a single
fiscal year under the Plan or otherwise, taken together with any cash fees paid during such fiscal year for services on the Board, will not exceed $[            ] in total value for any
Non-employee Director serving as the lead director of the Board or chair of the Board and $[            ] in total value for any other Non-employee Director (calculating the value of any
such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). Such applicable limit will include the value of any stock awards that are received in lieu of all or a portion of any annual committee cash
retainers or other similar cash based payments. 

  
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 9.2 Non-Employee Director Options. Subject to the terms and provisions of the Plan,
Non-qualified Stock Options may be issued to Non-employee Directors at any time and from time to time, as determined by the Board in its sole discretion, including the number of Shares subject to each Option, and the terms and conditions of such
Awards. 
 9.3 Terms of Options. 

9.3.1 Option Agreement. Each Option granted pursuant to this Section 9 shall be evidenced by a written stock
option agreement, which shall be executed by the Non-employee Director and the Company. 
 9.3.2 Exercise
Price. The Exercise Price for the Shares subject to each Option granted pursuant to this Section 9 shall be one hundred percent (100%) of the Fair Market Value of such Shares on the Grant Date. 

9.3.3 Exercisability. Unless provided otherwise in an Award Agreement, each Option granted pursuant to this
Section 9 shall be fully exercisable on the Grant Date. 
 9.3.4 Expiration of Options. Subject to Section
10.13, unless provided otherwise in an Award Agreement, each Option shall terminate upon the first to occur of the following events: 

(a) The expiration of seven (7) years from the Grant Date; or 

(b) The expiration of three (3) months from the date of the Non-employee Director’s Termination of Service for a
reason (including, but not limited to the Non-Employee Director’s resignation) other than death, Disability, completion of the Participant’s term as a Director or Retirement; or 

(c) The expiration of three (3) years from the date of the Non-employee Director’s Termination of Service by reason
of completion of the Participant’s term as a Director, Disability or Retirement. 
 9.3.5 Death of
Director. Subject to Section 10.13, notwithstanding Section 9.3.4, if a Non-employee Director dies prior to the expiration of his or her options in accordance with Section 9.3.4, his or her options shall terminate three
(3) years after the date of his or her death. 
 9.3.6 Not Incentive Stock Options. Options granted pursuant
to this Section 9 shall not be designated as Incentive Stock Options. 
 9.3.7 Other Terms. Unless provided
otherwise in an Award Agreement, all provisions of the Plan not inconsistent with this Section 9 shall apply to Options granted to Non-employee Directors; provided, however, that Section 5.2 (relating to the Committee’s discretion to
set the terms and conditions of Options) shall be inapplicable with respect to Non-employee Directors. 
 9.4 Substitute
Options. Notwithstanding the provisions of Section 9.3.2, in the event that the Company or an Affiliate consummates a transaction described in section 424(a) of the Code (e.g., the acquisition of property or stock from an
unrelated corporation), persons who become Non-employee Directors on account of such transaction may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole
discretion and consistent with section 424(a) of the Code, shall determine the exercise price of such substitute Options. 

  
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 9.5 Elections by Non-employee Directors. Pursuant to such procedures as the Board (in
its discretion) may adopt from time to time, each Non-employee Director may elect to forego receipt of all or a portion of the annual retainer, committee chair fees, meeting attendance fees and other cash compensation otherwise due to the
Non-employee Director in exchange for Shares. The number of Shares received by any Non-employee Director shall equal the amount of foregone compensation divided by the Fair Market Value of a Share on the date that the compensation otherwise would
have been paid to the Non-employee Director, rounded up to the nearest whole number of Shares. In addition, pursuant to such procedures as the Board (in its discretion) may adopt from time to time, each Non-employee Director may elect to forego
receipt of all or a portion of the annual retainer, committee chair and meeting attendance fees and other cash compensation otherwise due to the Non-employee Director in exchange for an Option to purchase Shares. The number of Shares subject to such
an Option received by any Non-employee Director shall equal the amount of foregone compensation multiplied by four (4) and divided by the Fair Market Value of a Share on the date that the compensation otherwise would have been paid to the
Non-employee Director, rounded up to the nearest whole number of Shares. All Options granted pursuant to this Section 9.5 shall be subject to the restrictions of Section 9.2. 

9.6 Deferred Stock Units. Subject to the terms and provisions of the Plan, Awards of Deferred Stock Units may be granted to
Non-employee Directors at any time and from time to time, as determined by the Board in its sole discretion, including the number of Deferred Stock Units subject to each Award and the terms and conditions of such Awards. 

9.7 Terms of Deferred Stock Units. 

9.7.1 Deferred Stock Unit Agreement. Deferred Stock Units granted pursuant to Section 9.6 shall be evidenced by a
written Award Agreement, which shall be executed by the Non-employee Director and the Company. 
 9.7.2
Vesting. Unless otherwise provided in an Award Agreement, Awards of Deferred Stock Units shall vest over a period of not less than one year from the date of grant, and may vest pro rata over such time. Vesting may be accelerated in
limited situations such as death of the Non-employee Director and change in control of the Company. 
 9.7.3
Payment. Except as may be provided in an Award Agreement, Deferred Stock Unit Awards will be paid in Shares. Awards of Deferred Stock Units may be paid in a lump sum or in installments or, in accordance with procedures established by the
Committee, on a deferred basis subject to the requirements of Section 409A of the Code. 
 9.7.4 Other
Terms. Unless provided otherwise in an Award Agreement, all provisions of the Plan applicable to Restricted Stock Units not inconsistent with Section 9.6 and this Section 9.7 shall apply to Deferred Stock Units granted to Non-employee
Directors. 
 SECTION 10 

MISCELLANEOUS 
 10.1 No
Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan,
transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. 

10.2 Participation. No Employee or Consultant shall have the right to be selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award. 

  
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 10.3 Indemnification. Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or
her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may
be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 

10.4 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company. 

10.5 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries
to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate. 
 10.6 Nontransferability
of Awards. Except as provided below, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent
provided in Section 10.5. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, the Committee, or the Board in the case of Awards to
Non-Employee Directors, may, in its sole discretion and to the extent permitted by applicable law, permit the transfer of an Award to an individual or entity other than the Company (each transferee thereof a “Permitted Assignee”), subject
to such restrictions as the Committee, or the Board, in its sole discretion may impose. 
 10.7 No Rights as Stockholder. Except
to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof),
unless and until 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 Participant (or beneficiary). 

10.8 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company
shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required to be
withheld with respect to such Award (or exercise thereof). Notwithstanding any contrary provision of the Plan, if a Participant fails to remit to the Company such withholding amount within the time period specified by the Committee (in its
discretion), the Participant’s Award may, in the Committee’s discretion, be forfeited and in such case the Participant shall not receive any of the Shares subject to such Award. 

  
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 10.9 Withholding Arrangements. The Committee, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit or require a Participant to satisfy all or part of the required tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable
Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, provided, however, that the amount of tax withholding to be satisfied by withholding and/or delivering Shares
will be limited to the extent necessary to avoid adverse accounting consequences, including but not limited to the Award being classified as a liability award. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of
the date that the taxes are required to be withheld. 
 10.10 Deferrals. The Committee, in its sole discretion, may permit a
Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the
Committee in its sole discretion. Notwithstanding the foregoing, any deferral under this Section 10.10 shall be made in accordance with the provisions of section 409A of the Code and the applicable guidance issued by the Secretary of the Treasury
thereunder. 
 10.11 Dividend Equivalents. Subject to the provisions of the Plan and any Award Agreement, the recipient of an
Award (including, without limitation, any deferred Award) may, if so determined by the Committee, or the Board in the case of Awards to Non-Employee Directors, be entitled to receive, currently or on a deferred basis, cash or stock dividends, or
cash payments in amounts equivalent to cash or stock dividends on Shares (“dividend equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee, or the Board in the case of Non-Employee
Directors, in its sole discretion, and the Committee or Board may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. 

10.12 Prohibition on Repricings. Options and SARs may not be repriced without the approval of the Company’s stockholders. For
this purpose, “reprice” means that that the Company has: (a) lowered or reduced the Exercise Price of outstanding Options and/or outstanding SARs after they have been granted, (b) canceled an Option and/or a
SAR when the applicable Exercise Price exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award and (c) taken any other action with respect to an Option and/or a SAR that would be treated as a
repricing under the rules and regulations of the principal securities market on which the Shares are traded. An adjustment pursuant to Section 4.4 shall not be treated as a repricing. 

10.13 Maximum Term of Options and SARs. Notwithstanding anything in Sections 5, 6 and 9 to the contrary, no Option or SAR shall
have a term that exceeds seven (7) years from the Grant Date. 
 10.14 Restatement of Financial Results. All Awards granted
under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In the event that the Company has not adopted such required policy and notwithstanding anything to the contrary set forth in
the Plan or any Award Agreement, in the event of a restatement of incorrect financial results, the Board shall review the conduct of executive officers in relation to the restatement and if the Board determines that an executive officer has engaged
in misconduct or other violations of the Company’s code of ethics in connection with the restatement, the Board would, in its discretion, take appropriate action to remedy the misconduct, including, without limitation, seeking reimbursement of
any portion of performance-based or incentive compensation paid or awarded to the executive under the Plan that is greater than would have been paid or awarded if calculated based on the restated financial results, to the extent not prohibited by
governing law. For this purpose, the 

  
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term “executive officer” means executive officers as defined by the Securities Exchange Act of 1934, as amended. Such action by the Board would be in addition to any other actions the
Board or the Company may take under the Company’s policies, as modified from time to time, or any actions imposed by law enforcement, regulators or other authorities. 

SECTION 11 
 CORPORATE
TRANSACTIONS 
 11.1 Effect of Corporate Transaction on Awards. Except as set forth in an Award Agreement, upon the
occurrence of (a) a merger, combination, consolidation, reorganization or other corporate transaction; (b) an exchange of Shares or other securities of the Company; (c) a sale of all or substantially all the business, stock or assets of the Company;
(d) a dissolution of the Company; or (e) any event in which the Company does not survive (or does not survive as a public company in respect of its Shares), then any surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) may assume or continue any or all Awards outstanding under the 2005 Plans or may substitute similar stock awards for Awards outstanding under the 2005 Plans (including but not limited to, awards to acquire the same
consideration paid to the stockholders of the Company pursuant to the transaction), and any reacquisition or repurchase rights held by the Company in respect of Shares issued pursuant to Awards may be assigned by the Company to the surviving
corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in connection with such transaction. Except as set forth in an Award Agreement, if the Committee does not provide for the assumption, continuation
or substitution of Awards, each Award shall fully vest and terminate upon the related event, provided that holders of Options or SARs be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise their
outstanding vested Options and SARs before the termination of such Awards; provided, however, that any payout in connection with a terminated award shall comply with Section 409A of the Code to the extent necessary to avoid taxation thereunder. 

11.2 Authority of the Committee. Notwithstanding the foregoing, except as set forth in an Award Agreement, in the event that an
Award would otherwise terminate upon the effective time of any transaction described in 11.1, the Committee may provide for a payment in such form as may be determined by the Committee, equal in value to the excess, if any, of (A) the value of the
property the Participant would have received upon the exercise or vesting of the Award immediately prior to the effective time of the transaction, over (B) any exercise price payable by such holder in connection with such exercise, and provided
further, that at the discretion of the Committee, such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of Shares in connection with the transaction; provided, however, that any payout in
connection with a terminated award shall comply with Section 409A of the Code to the extent necessary to avoid taxation thereunder. Without limiting the generality of Section 3, any good faith determination by the Committee pursuant to its authority
under this Section 11.2 shall be conclusive and binding on all persons. 
 SECTION 12 

AMENDMENT, TERMINATION AND DURATION 

12.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may amend or terminate the Plan, or any part
thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore issued to such Participant. Any
amendment shall also, to the extent required by applicable law or regulation, be subject to stockholder approval. No Award may be granted during any period of suspension or after termination of the Plan.  

  
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 12.2 Duration of the Plan. This Plan shall, subject to Section 12.1 (regarding
the Board’s right to amend or terminate the Plan), remain in effect for ten (10) years from the Adoption Date. Without further stockholder approval, no Incentive Stock Option may be granted under the Plan after ten (10) years from the
Adoption Date. 
 SECTION 13 

LEGAL CONSTRUCTION 
 13.1
Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 

13.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

13.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 13.4
Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions. 

13.5 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or
construction of the Plan. 
 EXECUTION 

IN WITNESS WHEREOF, Varex Imaging Corporation, by its duly authorized officer, has executed the Plan on the date indicated below. 

 

							
		 		 	Varex Imaging Corporation
				
	Dated:	 		 	By:	 	  



  
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