Exhibit 10.20
Description of Certain Compensatory Arrangements
Executive Compensation
Varian Medical Systems, Inc. (the “Company”) does not have a written employment agreement with any of its named
executive officers (determined by reference to the Company’s 2008 proxy statement dated December 28, 2007). On November 14,
2008, the Compensation and Management Development Committee (the Compensation Committee”) of the Company’s Board
of Directors (the “Board”) approved new compensation arrangements for the Company’s Principal Executive Officer, Principal
Financial Officer, and the other named executive officers. Set forth below are the current annual base salaries and the base
salaries that will go into effect on December 27, 2008:
On November 14, 2008, the Compensation and Management Development Committee also set the performance goals for
fiscal year 2009 under the Company’s Management Incentive Plan (“MIP”) for the named executive officers and certain other
executives. In the case of Timothy E. Guertin, Elisha W. Finney and John W. Kuo, payments under the MIP will be based 50%
on a percentage growth of earnings before interest and taxes (“EBIT”) for the Company as a whole, 25% on growth in revenue
for the Company and 25% on growth in net orders for the Company as a whole. In the case of Dow R. Wilson, payment under
the MIP will be based 25% on the percentage growth in EBIT for the Company as a whole, 12.5% on growth in revenue for the
Company as a whole, 12.5% on growth in net orders for the Company as a whole, 25% on the percentage growth in EBIT for the
Oncology Systems business segment, 12.5% on growth in revenue for the Oncology Systems business segment and 12.5% on
growth in net orders for the Oncology Systems business segment. In the case of Robert H. Kluge, payment under the MIP will
be based 25% on the percentage growth in EBIT for the Company as a whole, 12.5% on growth in revenue for the Company as a
whole, 12.5% on growth in net orders for the Company as a whole, 25% on the p