0001193125-06-052361 Sample Contracts

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Agreement Granted Under 2006 Stock Incentive Plan
Restricted Stock Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”) on [ ], 200[ ] (the “Grant Date”) to ________________________ (the “Participant”) [ ] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as “Restricted Stock” under the Company’s 2006 Stock Incentive Plan (the “Plan”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the Restricted Stock shall vest in thirteen (13) installments. The vesting schedule is as follows:

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VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Stock Option Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on , 200[ ] (the “Grant Date”) to [ ], an officer of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Stock Option Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], an [employee] [consultant] [advisor] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Stock Option Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], a member of the Board of Directors of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

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