Non-Employee Director Compensation Structure Agreement for Varian Medical Systems, Inc.
Varian Medical Systems, Inc. has established a new compensation structure for its non-employee directors, effective February 18, 2005. Under this agreement, non-employee directors will receive annual retainer fees, with the Lead Director and committee chairs receiving additional amounts. Directors are also compensated for attending board and committee meetings. This structure outlines the specific fees and roles eligible for extra compensation, ensuring clarity and consistency in director payments.
Exhibit 10.2
New Compensation Structure for Non-Employee Directors
of Varian Medical Systems, Inc.
On November 19, 2004, the Board of Directors (the “Board”) of Varian Medical Systems, Inc. approved a new non-employee director compensation structure. Under the new non-employee director compensation structure, which will become effective on February 18, 2005, annual retainer, chair and meeting fees to be paid to non-employee directors (“Directors,” or individually a “Director”) are as follows:
• Each Director (except the Lead Director) will receive an annual retainer fee of $35,000.
• The Lead Director will receive an annual retainer fee of $50,000.
• The chair of the Compensation and Management Development Committee will receive an additional fee of $5,000.
• The chair of the Nominating and Corporate Governance Committee will receive an additional fee of $5,000.
• The chair of the Audit Committee will receive an additional fee of $10,000.
• Each Director will also receive $1,500 per meeting for each Board meeting attended.
• Each Director will also receive $1,500 per meeting for each committee meeting attended.
