Varian, Inc. Omnibus Stock Plan



 Exhibit 10.1 
 VARIAN, INC. 
 OMNIBUS STOCK PLAN 
 (as amended and restated effective November 8, 2007) 
 SECTION 1 

BACKGROUND, PURPOSE AND DURATION 
 1.1 Effective Date. The Plan, as amended and restated, is effective as of November 8, 2007, subject to the approval of the amended and restated Plan by a majority of the shares of the Company’s common stock which are
present in person or by proxy and entitled to vote at the 2008 Annual Meeting of Stockholders of the Company. 
 1.2 Purpose of the
Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating employees of the Company and its Affiliates and directors of the Company who are employees of neither the Company nor any Affiliate. The Plan
is intended to permit the grant of Awards that qualify as performance-based compensation under section 162(m) of the Code. 
 SECTION 2

 DEFINITIONS 
 The
following words and phrases shall have the following meanings unless a different meaning is plainly required by the context: 
 2.1
“1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.2 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company. 
 2.3 “Award” means, individually or collectively, a grant under the Plan of Non-qualified Stock Options, Incentive Stock Options, SARs,
Restricted Stock, Stock Units, Performance Units or Performance Shares. 
 2.4 “Award Agreement” means the written agreement
setting forth the terms and provisions applicable to each Award granted under the Plan. 
 2.5 “Board” means the Board of
Directors of the Company. 
 2.6 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section
of the Code or regulation thereunder shall include such section or regulation, 








 
any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such
section or regulation. 
 2.7 “Committee” means the committee appointed by the Board (pursuant to Section 3.1) to
administer the Plan. 
 2.8 “Company” means Varian, Inc., a Delaware corporation, or any successor thereto. 
 2.9 “Director” means any individual who is a member of the Board. 
 2.10 “Disability” means a permanent and total disability within the meaning of section 22(e)(3) of the Code, provided that in the case
of Awards other than Incentive Stock Options, the Committee in its sole discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.

 2.11 “EBIT” means as to any Performance Period, the Company’s or a business unit’s income before reductions for
interest and taxes, determined in accordance with generally accepted accounting principles. 
 2.12 “EBITA” means as to any
Performance Period, the Company’s or a business unit’s income before reductions for interest, taxes and acquisition-related intangible amortization, determined in accordance with generally accepted accounting principles. 
 2.13 “EBITDA” means as to any Performance Period, the Company’s or a business unit’s income before reductions for interest,
taxes, depreciation and amortization, determined in accordance with generally accepted accounting principles. 
 2.14 “Earnings Per
Share” means as to any Performance Period, the Company’s or a business unit’s diluted earnings per share, determined in accordance with generally accepted accounting principles. 
 2.15 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is
adopted or becomes so employed subsequent to the adoption of the Plan. 
 2.16 “Exchange Program” means a program
established by the Committee under which outstanding Awards are amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (a) Awards with a lower Exercise Price, (b) a different type of Award, (c) cash,
or (d) a combination of (a), (b) and/or (c). Notwithstanding the preceding, the term Exchange Program does not include any (i) program under which an outstanding Award is surrendered or cancelled in exchange for a different type of
Award and/or cash having a total value equal to or less than the value of the surrendered or cancelled Award, nor (ii) action described in Section 4.3. 
 2.17 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option. 
  

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 2.18 “Fair Market Value” means the last quoted per share selling price for Shares on the
relevant date, or if there were no sales on such date, the arithmetic mean of the highest and lowest quoted selling prices on the nearest day before and the nearest day after the relevant date, as determined by the Committee. Notwithstanding the
preceding, for federal, state and local income tax reporting purposes, fair market value shall be determined by the Committee in accordance with uniform and nondiscriminatory standards adopted by it from time to time. 
 2.19 “Fiscal Year” means any fiscal year of the Company. 
 2.20 “Grant Date” means, with respect to an Award, the date that the Award was granted. 
 2.21 “Incentive Stock Option” means an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of section 422 of the Code. 
 2.22 “Net Income” means as to any Performance Period, the Company’s or a business unit’s income after taxes, determined in
accordance with generally accepted accounting principles. 
 2.23 “Non-employee Director” means a Director who is an
employee of neither the Company nor of any Affiliate. 
 2.24 “Non-qualified Stock Option” means an option to purchase
Shares which is not intended to be an Incentive Stock Option. 
 2.25 “Operating Cash Flow” means as to any Performance
Period, the Company’s or a business unit’s net cash provided by operating activities, determined in accordance with generally accepted accounting principles, less net capital expenditures. 
 2.26 “Option” means an Incentive Stock Option or a Non-qualified Stock Option. 
 2.27 “Participant” means an Employee who has been selected by the Committee for participation in the Plan or a Non-employee Director who
has an outstanding Award. 
 2.28 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee
(in its sole discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the
following measures: (a) EBIT, (b) EBITA, (c) EBITDA, (d) Earnings Per Share, (e) Net Income, (f) Operating Cash Flow, (g) Return on Net Assets, (h) Return on Equity, (i) Return on Sales, (j) Revenue,
and (k) Shareholder Return. The Performance Goals may differ from Participant to Participant and from Award to Award. Prior to the Determination Date, the Committee shall determine whether any significant element(s) shall be included in or
excluded from the calculation of any Performance Goal with respect to any Participant. “Determination Date” means the latest possible date that will not jeopardize an Award’s qualification as performance-based compensation under
section 162(m) of the Code. Notwithstanding the previous sentence, 

  

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for Awards not intended to qualify as performance-based compensation, “Determination Date” shall mean such date as the Committee may determine in
its sole discretion. 
 2.29 “Performance Period” means any fiscal period not to exceed three consecutive Fiscal Years, as
determined by the Committee in its sole discretion. 
 2.30 “Performance Share” means a Performance Share granted to a
Participant pursuant to Section 8. 
 2.31 “Performance Unit” means a Performance Unit granted to a Participant
pursuant to Section 8. 
 2.32 “Period of Restriction” means the period during which shares of Restricted Stock are
subject to forfeiture and/or restrictions on transferability. 
 2.33 “Plan” means the Varian, Inc. Omnibus Stock Plan, as
set forth in this instrument and as hereafter amended from time to time. 
 2.34 “Restricted Stock” means an Award granted
to a Participant pursuant to Section 7. 
 2.35 “Retirement” means, with respect to any Participant,
“Retirement” as defined pursuant to the Company’s or the Board’s Retirement Policies, as they may be established from time to time. 
 2.36 “Return on Net Assets” means as to any Performance Period, the percentage equal to the Company’s or a business unit’s EBIT before incentive compensation, divided by the Company’s
or business unit’s average net assets, determined in accordance with generally accepted accounting principles. 
 2.37 “Return
on Equity” means as to any Performance Period, the percentage equal to the Company’s Net Income divided by average stockholder’s equity, determined in accordance with generally accepted accounting principles. 
 2.38 “Return on Sales” means as to any Performance Period, the percentage equal to the Company’s or a business unit’s EBIT
(after incentive compensation), divided by the Company’s or the business unit’s, as applicable, Revenue, determined in accordance with generally accepted accounting principles. 
 2.39 “Revenue” means as to any Performance Period, the Company’s or a business unit’s net sales, determined in accordance with
generally accepted accounting principles. 
 2.40 “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as amended,
and any future regulation amending, supplementing or superseding such regulation. 
 2.41 “Section 16 Person” means a person
who, with respect to the Shares, is subject to section 16 of the 1934 Act. 
  

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 2.42 “Shareholder Return” means as to any Performance Period, the total return (change
in share price plus reinvestment of any dividends) of a Share. 
 2.43 “Shares” means shares of the Company’s common
stock, $.01 par value. 
 2.44 “Stock Appreciation Right” or “SAR” means an Award, granted alone, in connection or
in tandem with a related Option, that pursuant to Section 6 is designated as a SAR. 
 2.45 “Stock Unit” means a
bookkeeping entry initially representing an amount equal to the Fair Market Value of one Share. Stock Units represent an unfunded and unsecured obligation of the Company. 
 2.46 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns
stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 2.47 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason,
including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or
an Affiliate; and (b) in the case of a Non-employee Director, a cessation of the Non-employee Director’s service on the Board for any reason. 
 SECTION 3 
 ADMINISTRATION 
 3.1 The Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors. The
members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, and (b) an “outside
director” under section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.

 3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s
provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees and shall be granted Awards,
(b) prescribe the terms and conditions of the Awards (other than the Options granted to Non-employee Directors pursuant to Section 9), (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary
or appropriate to permit participation in the Plan by Employees and Directors who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as are
consistent therewith, and (f) interpret, amend or revoke any such rules. Notwithstanding any contrary provision of the Plan, the Committee may reduce the amount payable under any Award (other than an Option) after the grant of such Award.
Notwithstanding the preceding, the 

  

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Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and
entitled to vote at any annual or special meeting of the stockholders of the Company. 
 3.3 Delegation by the Committee. The
Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the
Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to
qualify as performance-based compensation under section 162(m) of the Code. 
 3.4 Non-employee Directors. Notwithstanding any
contrary provision of this Section 3, the Board shall administer Section 9 of the Plan, and the Committee shall exercise no discretion with respect to Section 9. In the Board’s administration of Section 9 and the Options and
any Shares granted to Non-employee Directors, the Board shall have all of the authority and discretion otherwise granted to the Committee with respect to the administration of the Plan. 
 3.5 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the
provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law. 
 SECTION 4 
 SHARES SUBJECT TO THE PLAN 
 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the total number of Shares available for issuance under the Plan shall not exceed 10,200,000, plus such number of Shares as were
issued pursuant to substitute Options under Sections 5.3.3 and 9.3 in connection with the distribution of Shares to the stockholders of Varian Associates, Inc. Shares issued under the Plan may be either authorized but unissued Shares or treasury
Shares. 
 4.2 Lapsed Awards. If an Award terminates, expires, or lapses for any reason, any Shares subject to such Award again shall
be available to be the subject of an Award, unless otherwise determined by the Committee. 
 4.3 Adjustments in Awards and Authorized
Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, the
Committee shall adjust the number and class of Shares (or cash or other property) that may be delivered under the Plan, the number, class, and price of Shares subject to outstanding Awards, and the numerical limit of Sections 5.1, 6.1, 7.1 and 8.1
in such manner as the Committee (in its sole discretion) shall determine to be appropriate to prevent the dilution or diminution of such Awards. In the case of Options granted to Non-employee Directors pursuant to Section 9, the foregoing
adjustments shall be made by the Board, and any such adjustments also shall apply to the future grants provided by Section 9. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number. 

 

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 SECTION 5 
 STOCK OPTIONS 
 5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options
may be granted to Employees at any time and from time to time as determined by the Committee in its sole discretion. The Committee, in its sole discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal
Year, no Participant shall be granted Options covering more than 500,000 Shares. The Committee may grant Incentive Stock Options, Non-qualified Stock Options, or a combination thereof. 
 5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to exercise of the Option, and such other terms and conditions as the Committee, in its sole discretion, shall determine. The Award Agreement shall specify whether the Option
is intended to be an Incentive Stock Option or a Non-qualified Stock Option. 
 5.3 Exercise Price. Subject to the provisions of this
Section 5.3, the Exercise Price for each Option shall be determined by the Committee in its sole discretion. 
 5.3.1 Non-qualified
Stock Options. In the case of a Non-qualified Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. 
 5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent
(100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to section 424(d) of the Code) owns
stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair
Market Value of a Share on the Grant Date. 
 5.3.3 Substitute Options. Notwithstanding the provisions of Sections 5.3.1 and 5.3.2, in
the event that the Company or an Affiliate consummates a transaction described in section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees on account of such transaction may
be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with section 424(a) of the Code, shall determine the exercise price of such
substitute Options. 
 5.4 Expiration of Options. 
 5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events: 
 (a) The expiration of ten (10) years from the Grant Date; or 
  

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 (b) The expiration of three (3) months from the date of the Participant’s
Termination of Service for a reason other than the Participant’s death, Disability or Retirement; or 
 (c) The
expiration of one (1) year from the date of the Participant’s Termination of Service by reason of Disability; or 
 (d) The expiration of three (3) years from the date of the Participant’s Retirement (subject to Section 5.8.2 regarding Incentive Stock Options); or 
 (e) The date of the Participant’s Termination of Service by the Company for cause (as determined by the Company); or 
 (f) The date for termination of the Option determined by the Committee in its sole discretion and set forth in the written Award
Agreement. 
 5.4.2 Death of Participant. Notwithstanding Section 5.4.1, if a Participant who is an Employee dies
prior to the expiration of his or her Options, his or her Options shall be exercisable until the expiration of three (3) years after the date of death. 
 5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1 and 5.4.2, the Committee, in its sole discretion,
(a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted and before such Option expires, extend the maximum term of the Option (subject to Section 5.8.4
regarding Incentive Stock Options). Unless otherwise expressly determined by the Committee, any extension of the term of any Option shall comply with Section 409A of the Code. 
 5.5 Exercisability of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option. If a Participant dies while an Employee, the exercisability of
his or her Options shall be fully accelerated to the date of Termination of Service. 
 5.6 Payment. Options shall be exercised by the
Participant’s delivery of a written notice of exercise to the Secretary of the Company (or its designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

 Upon the exercise of any Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee, in
its sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (b) by any other means which the Committee, in
its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. 
 As
soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant’s 

  

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designated broker), Share certificates (which may be in book entry form) representing such Shares. 
 5.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option
as it may deem advisable, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state
securities laws. 
 5.8 Certain Additional Provisions for Incentive Stock Options. 
 5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000. 
 5.8.2 Termination of Service. If any portion of an Incentive Stock Option is exercised more than three (3) months after the
Participant’s Termination of Service for any reason other than Disability or death (unless (a) the Participant dies during such three-month period, and (b) the Award Agreement or the Committee permits later exercise), the portion so
exercised shall be deemed a Non-qualified Stock Option. 
 5.8.3 Company and Subsidiaries Only. Incentive Stock Options
may be granted only to persons who are employees of the Company or a Subsidiary on the Grant Date. 
 5.8.4 Expiration.
No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the
Employee pursuant to section 424(d) of the Code, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, the Option may not be exercised after
the expiration of five (5) years from the Grant Date. 
 SECTION 6 
 STOCK APPRECIATION RIGHTS 
 6.1 Grant of SARs. Subject to the terms and
conditions of the Plan, SARs may be granted to Employees at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion to determine the number of SARs granted to any
Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 500,000 Shares. 
 6.2 Exercise
Price and Other Terms. The Committee, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan. However, the exercise price of an SAR shall be not less than one
hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. 
  

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 6.3 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the
exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 
 6.4 Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the
rules of Section 5.4 also shall apply to SARs. 
 6.5 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by multiplying: 
 (a) The difference between the Fair
Market Value of a Share on the date of exercise (or as specified in the Award Agreement) over the exercise price; times 
 (b)
The number of Shares with respect to which the SAR is exercised. 
 6.6 Payment Upon Exercise of SAR. At the sole discretion of the
Committee, payment for a SAR may be in cash, Shares or a combination thereof. 
 SECTION 7 
 RESTRICTED STOCK 
 7.1 Grant of
Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Employees in such amounts as the Committee, in its sole discretion, shall determine. The
Committee, in its sole discretion, shall determine the number of Shares to be granted to each Participant, provided that pursuant to the Plan no more than 850,000 Shares in the aggregate may be (a) granted as Restricted Stock, and
(b) issued pursuant to Performance Units, Performance Shares and Stock Units. 
 7.2 Restricted Stock Agreement. Each Award of
Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, any price to be paid for the Shares, and such other terms and conditions as the Committee, in its sole discretion,
shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed. 
 7.3 Transferability. Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction. 
 7.4 Other Restrictions. The Committee, in its sole discretion, may impose such other
restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 7.4. 
 7.4.1 General Restrictions. The Committee may set restrictions based upon the achievement of specific performance objectives (Company-wide, business unit or 

  

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individual), applicable federal or state securities laws, or any other basis determined by the Committee in its sole discretion. 
 7.4.2 Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as
“performance-based compensation” under section 162(m) of the Code, the Committee, in its sole discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or
before the latest date permissible to enable the Restricted Stock to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock which is intended to qualify under section 162(m) of the Code,
the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under section 162(m) of the Code (e.g., in determining the Performance Goals). 
 7.4.3 Legend on Certificates. The Committee, in its sole discretion, may legend the certificates representing Restricted Stock to
give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend: 
 “The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer as set forth in the Varian, Inc. Omnibus Stock Plan, and in a Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Varian, Inc.”

 7.5 Removal of Restrictions. Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be
released from escrow as soon as practicable after the last day of the Period of Restriction. The Committee, in its sole discretion, may accelerate the time at which any restrictions shall lapse, and remove any restrictions. After the restrictions
have lapsed, the Participant shall be entitled to have any legend or legends under Section 7.4 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant. 
 7.6 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the Award Agreement. 
 7.7 Dividends and Other Distributions.
During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 
 7.8 Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed shall revert to the Company and again shall become available for grant under the Plan. 
  

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 SECTION 8 
 PERFORMANCE UNITS, PERFORMANCE SHARES AND STOCK UNITS 
 8.1 Grant of Performance Units,
Performance Shares and Stock Units. Performance Units, Performance Shares and Stock Units may be granted to Employees at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have
complete discretion in determining the number of Performance Units, Performance Shares and Stock Units granted to any Participant, provided that pursuant to the Plan no more than 850,000 Shares in the aggregate may be (a) issued pursuant to
Performance Units, Performance Shares and Stock Units, and (b) granted as Restricted Stock. 
 8.2 Initial Value. Each
Performance Unit shall have an initial value that is established by the Committee on or before the Grant Date, provided that such value shall not exceed the Fair Market Value of a Share on the Grant Date. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the Grant Date. 
 8.3 Performance Objectives and Other Terms. The Committee, in
its sole discretion, shall set performance objectives and/or other vesting criteria which, depending on the extent to which they are met or satisfied, will determine the number or value of Performance Units, Performance Shares or Stock Units that
will be paid out to the Participants. The Committee may set performance objectives or other vesting criteria based upon the achievement of Company-wide, business unit, or individual goals, or any other basis (including continued employment)
determined by the Committee in its sole discretion. The time period during which performance objectives must be met shall be called the “Performance Period.” Each Award of Performance Units, Performance Shares or Stock Units shall be
evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine. 
 8.3.1 General Performance Objectives. The Committee may set performance objectives based upon the achievement of Company-wide,
business unit or individual goals, or any other basis determined by the Committee in its sole discretion. 
 8.3.2
Section 162(m) Performance Objectives. For purposes of qualifying grants of Performance Units, Performance Shares or Stock Units as “performance-based compensation” under section 162(m) of the Code, the Committee, in its sole
discretion, may determine that the performance objectives applicable to Performance Units, Performance Shares or Stock Units shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the
latest date permissible to enable the Performance Units, Performance Shares or Stock Units to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Performance Units, Performance Shares or Stock Units
which are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units, Performance Shares or Stock
Units under section 162(m) of the Code (e.g., in determining the Performance Goals). 
 8.4 Earning of Performance Units, Performance
Shares and Stock Units. After the applicable Performance Period has ended, the Participant shall be entitled to receive a payout 

  

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of the number of Performance Units, Performance Shares or Stock Units earned during the Performance Period, depending upon the extent to which the applicable
performance objectives have been achieved. After the grant of a Performance Unit, Performance Share or Stock Unit, the Committee, in its sole discretion, may reduce or waive any performance objectives for the Award. 
 8.5 Terms of Stock Units. 
 8.5.1 Award Agreement. Each Award of a Stock Unit shall be evidenced by an Award Agreement (satisfactory to the Committee), which shall be executed by the Participant and the Company. 
 8.5.2 Vesting. Each Award of a Stock Unit shall vest upon the Participant’s Termination of Service. 
 8.5.3 Dividends and Other Distributions. Any dividends or other distributions paid on the Shares underlying an Award of Stock Units
shall be deemed reinvested in Stock Units (the “Dividend Stock Units”). Dividend Stock Units shall be subject to the same terms and conditions as the underlying Award, including any deferral election made pursuant to Section 8.7.

 8.6 Form and Timing of Payment. 
 8.6.1 Performance Shares and Units. Payment of earned Performance Units or Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period or satisfaction of
any other vesting criteria. The Committee, in its sole discretion, may pay such earned Awards in cash, Shares or a combination thereof. 
 8.6.2 Stock Units. Payment of Stock Units shall be made by issuance of Shares as soon as administratively practicable following an individual’s Termination of Service. Notwithstanding the preceding, a
Participant may, at the sole discretion of, and in accordance with rules established by the Committee, elect to defer delivery of the proceeds of an Award of Stock Units. A Participant’s election as provided in the preceding sentence shall be
irrevocable and shall comply will all applicable provisions of the Code (including, but not by way of limitation, Section 409A). 
 8.7
Cancellation. On the date set forth in the Award Agreement, all unearned or unvested Performance Units, Performance Shares or Stock Unit shall be forfeited to the Company, and again shall be available for grant under the Plan. 
 8.8 Elections by Participants. At the sole discretion of the Committee, and pursuant to such procedures as the Committee (in its sole discretion)
may adopt from time to time, each Participant may elect to forego receipt of all or a portion of cash compensation otherwise due to the Participant in exchange for Shares and/or Stock Units. The number of Shares and/or Stock Units received by a
Participant shall equal the amount of foregone compensation divided by the Fair Market Value of a Share on the date that the compensation otherwise would have been paid to the Participant, rounded up to the nearest whole number of Shares.

  

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 SECTION 9 
 NON-EMPLOYEE DIRECTORS 
 9.1 Granting of Options. 
 9.1.1 Non-employee Directors. Each Non-employee Director (including a Non-Employee Chairman of the Board) shall be granted an
Option to purchase 10,000 Shares (an “Initial Grant”) on the date of the Non-employee Director’s appointment or election as a Non-employee Director. Thereafter, for so long as the Non-employee Director serves as such, he or she
annually shall be granted an Option for an additional 4,000 Shares (each a “Subsequent Grant”). Each such Subsequent Grant shall be made on the first business day after each Annual Meeting of Stockholders occurring after the date of the
Initial Grant or previous Subsequent Grant, but only if the Non-employee Director has continuously served as such through the Grant Date. 
 9.1.2 Chairman. Each Chairman of the Company who is a Non-employee Director shall be granted an Option to purchase 20,000 Shares (an “Initial Chairman’s Grant”) on the date such individual
becomes Chairman. 
 9.2 Terms of Options. 
 9.2.1 Option Agreement. Each Option granted pursuant to this Section 9 shall be evidenced by a written stock option agreement
which shall be executed by the Non-employee Director and the Company. 
 9.2.2 Exercise Price. The Exercise Price for
the Shares subject to each Option granted pursuant to this Section 9 shall be one hundred percent (100%) of the Fair Market Value of such Shares on the Grant Date. 
 9.2.3 Exercisability. Each Initial Grant and Initial Chairman’s Grant shall vest and become exercisable in three equal
installments over three years from the Grant Date, assuming continued service as a Director. Each Subsequent Grant shall be fully exercisable on the Grant Date. 
 9.2.4 Expiration of Options. Each Option shall terminate upon the first to occur of the following events: 
 (a) The expiration of ten (10) years from the Grant Date; or 
 (b) The expiration of three (3) years from the date of the Non-employee Director’s Termination of Service as a result of death,
Disability, resignation prior to completion of the Director’s term as a Director, or completion of the Director’s term. 
 (c) The expiration of one (1) month from the date of the Non-employee Director’s Termination of Service for a reason other than death, Disability, resignation prior to completion of the Director’s term as a Director, or
completion of the Director’s term. 
  

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 9.2.5 Death of Director. Notwithstanding Section 9.2.4, if a Non-employee
Director dies prior to the expiration of his or her options in accordance with Section 9.2.4, his or her options shall terminate three (3) years after the date of his or her death. 
 9.2.6 Not Incentive Stock Options. Options granted pursuant to this Section 9 shall not be designated as Incentive Stock
Options. 
 9.2.7 Other Terms. All provisions of the Plan not inconsistent with this Section 9 shall apply to
Options granted to Non-employee Directors; provided, however, that Section 5.2 (relating to the Committee’s discretion to set the terms and conditions of Options) shall be inapplicable with respect to Non-employee Directors. 
 9.3 Grant of Stock Units. On the first business day after each Annual Meeting of Stockholders, each individual then serving as a Non-employee
Director shall be granted Stock Units with an initial value of $45,000, rounded up to the nearest whole number of Shares. 
 9.4 Terms of
Stock Units. 
 9.4.1 Award Agreement. Each Award granted pursuant to Section 9.3 shall be evidenced by an
Award Agreement (satisfactory to the Board), which shall be executed by the Non-Employee Director and the Company. 
 9.4.2
Vesting. Each Award granted pursuant to Section 9.3 shall vest upon the Non-Employee Director’s Termination of Service. 
 9.4.3 Dividends and Other Distributions. Any dividends or other distributions paid on the Shares underlying an Award granted under Section 9.3 shall be deemed reinvested in Stock Units (the “Dividend
Stock Units”). Dividend Stock Units shall be subject to the same terms and conditions as the underlying Award, including any deferral election made pursuant to Section 9.4.4. 
 9.4.4 Form and Timing of Payment. Payment of Stock Units shall be made by issuance of Shares as soon as administratively
practicable following an individual’s Termination of Service. Notwithstanding the preceding, a Non-employee Director may, at the sole discretion of, and in accordance with rules established by the Board, elect to defer delivery of the proceeds
of an Award of Stock Units granted pursuant to Section 9.3. A Non-employee Director’s election as provided in the preceding sentence shall be irrevocable and shall comply with all applicable provisions of the Code (including, but not by
way of limitation, Section 409A). 
 9.5 Substitute Options. Notwithstanding the provisions of Section 9.2.2, in the event
that the Company or an Affiliate consummates a transaction described in section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Non-employee Directors on account of such transaction
may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with section 424(a) of the Code, shall determine the exercise price of
such substitute Options. 
  

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 9.6 Discretion to Adjust Awards. The Board (in its sole discretion) may reduce the size of any
Award that would otherwise be made under Sections 9.1 or 9.3, at any time before such Award is made. 
 9.7 Elections by Non-employee
Directors. Pursuant to such procedures as the Board (in its sole discretion) may adopt from time to time, each Non-employee Director may elect to forego receipt of all or a portion of the annual retainer, committee chair fees, meeting attendance
fees and other cash compensation otherwise due to the Non-employee Director in exchange for Shares and/or Stock Units. The number of Shares and/or Stock Units received by any Non-employee Director shall equal the amount of foregone compensation
divided by the Fair Market Value of a Share on the date that the compensation otherwise would have been paid to the Non-employee Director, rounded up to the nearest whole number of Shares. Unless otherwise expressly determined by the Committee, the
rules and procedures for any deferral elections and deferrals under this Section 9.6 shall be designed to comply with Section 409A of the Code. 
 SECTION 10 
 MISCELLANEOUS 
 10.1 No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any
Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a
Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only. 
 10.2 Participation. No Employee
shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. 
 10.3 Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act
under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power
that the Company may have to indemnify them or hold them harmless. 
 10.4 Successors. All obligations of the Company under the Plan,
with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the 

  

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existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business
or assets of the Company. 
 10.5 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a
beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form
and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the
applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate. 
 10.6 Nontransferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited
extent provided in Section 10.5. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. 
 10.7 No Rights as Stockholder. Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with
respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to
the Participant (or beneficiary). 
 10.8 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award
(or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s
FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Notwithstanding any contrary provision of the Plan, if a Participant fails to remit to the Company such withholding amount within the time period specified by
the Committee (in its sole discretion), the Participant’s Award may, in the Committee’s sole discretion, be forfeited and in such case the Participant shall not receive any of the Shares subject to such Award. 
 10.9 Withholding Arrangements. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares
having a Fair Market Value equal to the amount required to be withheld. The amount of the withholding requirement shall be deemed to include any amount which the Committee determines, not to exceed the amount determined by using the maximum federal,
state, local and foreign jurisdiction marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or
delivered shall be determined as of the date that the taxes are required to be withheld. 
  

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 10.10 Deferrals. The Committee, in its sole discretion, may permit a Participant to defer receipt
of the payment of cash or the delivery of Shares that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole
discretion. Unless otherwise expressly determined by the Committee, the rules and procedures for any deferral elections and deferrals under this Section 10.10 shall be designed to comply with Section 409A of the Code. 
 SECTION 11 
 AMENDMENT, TERMINATION
AND DURATION 
 11.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may amend or terminate the Plan, or
any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such
Participant. No Award may be granted during any period of suspension or after termination of the Plan. 
 11.2 Duration of the Plan.
The Plan shall commence on the date specified herein, and subject to Section 11.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect thereafter. However, without further stockholder approval, no Incentive
Stock Option may be granted under the Plan after November 7, 2017. 
 SECTION 12 
 LEGAL CONSTRUCTION 
 12.1 Gender and
Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 
 12.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 
 12.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities
exchanges as may be required. 
 12.4 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of California, but without regard to its conflict of law provisions. 
 12.5 Captions. Captions are
provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan. 
  

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 EXECUTION 
 IN WITNESS WHEREOF, Varian, Inc., by its duly authorized officer, has executed the Plan on the date indicated below. 
  

									
		 		 	VARIAN, INC.
					
	Dated:	 	November 8, 2007	 		 	By:	 	/s/ A. W. Homan
		 		 		 	Name:	 	A. W. Homan
		 		 		 	Title:	 	Senior Vice President, General Counsel
		 		 		 		 	and Secretary

  

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