Exhibit 10.21
Description of Certain Compensatory Arrangements
Executive Compensation
On November 17, 2006, the Compensation and Management Development Committee of the Board of Directors (the
“Board”) of Varian Medical Systems, Inc. (the “Company”) approved new compensation arrangements for the Company’s
Principal Executive Officer, Principal Financial Officer, and the other named executive officers (determined by reference to the
Company’s 2006 proxy statement dated December 29, 2005), as well as John W. Kuo, the Company’s Corporate Vice President,
General Counsel and Corporate Secretary. The Board approved the compensation arrangement for the Company’s Principal
Executive Officer as well. The compensation for Richard M. Levy, Chairman of the Board, is described below under
“Compensation for Levy as a Non-Executive Employee.” Set forth below are the annual base salaries for fiscal year 2007:
On November 30, 2006, the Compensation and Management Development Committee of the Board of Directors (the “Board
of Directors”) of Varian Medical Systems, Inc. (the “Company”) set the performance goals for fiscal year 2007 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 75% on a percentage growth of
earnings before interest and taxes (“EBIT”) for the Company as a whole and 25% on growth in revenue for the Company as a
whole. In the case of Dow R. Wilson, payment under the MIP will be based 37.5% on the percentage growth in EBIT for the
Company as a whole, 12.5% on growth in revenue for the Company as a whole, 37.5% on the percentage growth in EBIT for the
Oncology Systems business segment and 12.5% on growth in revenue for the Oncology Systems business segment. In the case
of Robert H. Kluge, payment under the MIP will be based 37.5% on the percentage growth in EBIT for the Company as a whole,
12.5% on growth in revenue for