0001193125-10-116101 Sample Contracts

CHANGE IN CONTROL AGREEMENT FOR SENIOR EXECUTIVES (Chief Financial Officer and General Counsel) CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 11th, 2010 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of , by and between VARIAN MEDICAL SYSTEMS, INC., a Delaware corporation (the “Company”)1, and , an employee of the Company (“Employee”).

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VARIAN MEDICAL SYSTEMS, INC. Second Amended and Restated 2005 Omnibus Stock Plan RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 11th, 2010 • Varian Medical Systems Inc • Electromedical & electrotherapeutic apparatus • California

Varian Medical Systems, Inc. (the “Company”) hereby awards to the designated employee (“Employee”), Restricted Stock Units under the Company’s Second Amended and Restated 2005 Omnibus Stock Plan (the “Plan”). The Restricted Stock Units awarded under this Restricted Stock Unit Agreement (the “Agreement”) consist of the right to receive shares of common stock of the Company (“Shares”). The Grant Date is the date of this Agreement (the “Grant Date”). Subject to the provisions of Appendix A of this Agreement (“Appendix A”) (attached) and of the Plan, the principal features of this award are as follows:

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