AMENDED AND RESTATED SEVERANCE AGREEMENT
THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (Agreement) is entered into effective as
of August 20, 1999 (superceding the Agreement dated November 20, 1998 as amended February 19, 1999),
by and between Varian Medical Systems, Inc., a Delaware corporation (the Company), and Joseph Phair, an
employee of the Company (Employee).
The Company's Board of Directors (the Board) has determined that it is in the best interest of the Company and
its stockholders for the Company to engage in a reorganization (the "Triple Spin") pursuant to which the
Company will be divided into three distinct entities with separate management (the "Post-Spin Companies"). The
Board has further determined that the services of Employee will no longer be required after the consummation of
the Triple Spin and believes that it is appropriate to reward the Employee for Employees previous service to the
Company and to provide Employee with an incentive to remain in the employ of the Company pending the
successful completion of the Triple Spin.
In view of the foregoing, the Company and Employee agree as follows:
1. RESIGNATION; OTHER TERMINATIONS.
(a) Upon the consummation of the Triple Spin or upon such earlier date as mutually agreed by the parties (the
"Termination Date"), Employee shall resign as a director and/or officer of the Company and, on such future date
selected by the Company's Chief Executive Officer, also resign as a director and/or officer of each of the
Company's direct or indirect subsidiaries or affiliated companies with respect to which Employee held such a
position on the Termination Date or thereafter, and will become an inactive employee of the Company (in which
capacity Employee will not be expected to perform any regular work for the Company), and will remain an
inactive employee for the period set forth in Section 3.(a)(iv), or upon conclusion of which employee shall, at
Employee's election, either resign or retire from the Company. In a