Exhibit 10.1


 





VARIAN MEDICAL SYSTEMS, INC.


THIRD AMENDED AND RESTATED


2005 OMNIBUS STOCK PLAN


NONQUALIFIED STOCK OPTION AGREEMENT


 


Varian Medical Systems,
Inc. (the “Company”) hereby grants the employee (“Employee”) named on the Summary of Grant Award (the “Grant
Summary”), a nonqualified stock option under the Company’s Third Amended and Restated 2005 Omnibus Stock Plan (the “Plan”),
to purchase shares of common stock of the Company (“Shares”) from the date of this Agreement (the “Grant Date”)
and expiring on the Expiration. The maximum number of Shares purchasable pursuant to this option (“Shares Granted”),
the purchase price per Share and the option expiration date (the “Expiration Date”) are stated on the Grant Summary.*
However, as provided in the Terms and Conditions of 2005 Omnibus Stock Plan Nonqualified Stock Option attached hereto as Appendix
A (US), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan,
the principal features of this option are as follows:


 


	Scheduled
    Vesting Dates:	 	Number of Shares**
	 	 	 
	[INSERT VESTING DATE(S)]	 	[INSERT NUMBER OR PERCENTAGE
    OF SHARES]



 


* See “Grant Summary” page on the service provider
web-site.


** Shares vest in only whole share increments, fractions of
shares vest only when they equal whole share increments.


 


	Event
    Triggering	Maximum Time to Exercise
	Termination of Option:	After Triggering Event***:
	 	 	 	 
	Termination of Service
    for cause	 	None	 
	Termination of Service
    due to Disability	 	1 year	 
	Termination of Service
    due to Retirement	 	3 years	 
	Termination of Service
    due to death	 	3 years	 
	All other Terminations
    of Service	 	3 months	 




 


***However, in no event may this option be exercised after the
Expiration Date.


 


Your acceptance online at the service provider
web-site or, when provided, your signature of a copy of this Nonqualified Stock Option Agreement, indicates your agreement and
understanding that this option is subject to all of the terms and conditions contained in Appendix A and the Plan. For example,
important additional information on vesting and termination of this option is contained in Paragraphs 4 through 6 of Appendix A.
ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A AND THE PLAN, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS OPTION. YOU CAN REQUEST A COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN PALO ALTO, CALIFORNIA.


 




     


     


    

APPENDIX A


US


TERMS AND CONDITIONS OF NONQUALIFIED STOCK
OPTION


 


1.     Grant of Option. The Company
hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her employment and not in lieu
of any salary or other compensation for his or her services, a nonqualified stock option to purchase, on the terms and conditions
set forth in this Agreement and the Plan, all or any part of an aggregate of the number of Shares Granted as specified on the “Summary
of Grant Award” page of the service provider web-site.


 


2.     Exercise Price. The purchase
price per Share for this option (the “Exercise Price”) shall be the Grant Price in USD as specified on the “Summary
of Grant Award” page of the service provider web-site, which is the Fair Market Value of a Share on the Grant Date.


 


3.     Number of Shares. The number
and class of Shares specified in Paragraph 1 above, and/or the Exercise Price, are subject to adjustment by the Committee 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. In the event an Employee's termination
of service due to the Employee's Retirement within one (1) year following the Grant Date, then the number of Shares Granted shall
be adjusted proportionally by the time during such one (1) year period that the Employee remained an employee of the Company (based
upon a 365 day year).  For example, if the Employee is granted an option for 6,000 shares of Common Stock of the Company and
the Employee terminated service due to the Employee's Retirement 30 days after the Grant Date, then the Employee's number of Shares
Granted would be reduced from 6,000 shares to 493 shares (6,000 x 30/365) and the balance of the Shares Granted would be cancelled.


 


4.     Vesting Schedule. Except as otherwise
provided in this Agreement, the right to exercise this option will vest as to [INSERT VESTING SCHEDULE], until the right to exercise
this option shall have vested with respect to one hundred percent (100%) of such Shares. On any scheduled vesting date, vesting
actually will occur only if the Employee has been continuously employed by the Company or an Affiliate from the Grant Date until
such scheduled vesting date, or the vesting date occurs within three (3) years following the Employee's Termination of Service
due to the Employee’s Retirement. Notwithstanding the foregoing, in the event of the Employee’s Termination of Service
due to death or Disability, if the right to exercise any of the Shares specified in Paragraph 1 had not yet vested, then the right
to exercise such Shares will vest on the date of the Employee’s Termination of Service.


 


5.     Expiration of Option. In the
event of the Employee’s Termination of Service for any reason other than Retirement, Disability, death or for cause, the
Employee may, within three (3) months after the date of such Termination, or prior to the Expiration Date, whichever shall first
occur, exercise any vested but unexercised portion of this option. In the event of the Employee’s Termination of Service
due to Disability, the Employee may, within one (1) year after the date of such Termination, or prior to the Expiration Date, whichever
shall first occur, exercise any vested but unexercised portion of this option. In the event of the Employee’s Termination
of Service due to Retirement, the Employee may, within three (3) years from the date of such Termination, or prior to the Expiration
Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In the event of the Employee’s
Termination of Service by the Company for cause (as determined by the Company), the Employee may not exercise any portion of this
option that is unexercised on the date of such Termination.


 






     


     


    

 


6.     Death of Employee. In the event
that the Employee dies while in the employ of the Company and/or an Affiliate or during the three (3) month, three (3) year or
one (1) year periods referred to in Paragraph 5 above, the Employee’s designated beneficiary, or if either no beneficiary
survives the Employee or the Committee does not permit beneficiary designations, the administrator or executor of the Employee’s
estate, may, within three (3) years after the date of death, or prior to the Expiration Date, whichever shall first occur, exercise
any vested but unexercised portion of the option. Any such transferee must furnish the Company (a) written notice of his or
her status as a transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer of this option and
compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions
of this option as set forth in this Agreement.


 


7.     Persons Eligible to Exercise Option.
This option shall be exercisable during the Employee’s lifetime only by the Employee. The option shall not be transferable
by the Employee, except by (a) a valid beneficiary designation made in a form and manner acceptable to the Committee, or (b)
will or the applicable laws of descent and distribution.


 


8.     Exercise of Option. This option
may be exercised by the person then entitled to do so as to any Shares which may then be purchased (a) by giving written notice
of exercise to the Secretary of the Company (or his or her designee), specifying the number of full Shares to be purchased and
accompanied by full payment of the Exercise Price (and the amount of any income or other taxes the Company determines is required
to be withheld by reason of such exercise), and (b) by giving satisfactory assurances in writing if requested by the Company, signed
by the person exercising the option, that the Shares to be purchased upon such exercise are being purchased for investment and
not with a view to the distribution thereof. In the absolute discretion of the Committee, the person entitled to exercise the option
may elect to satisfy the tax-withholding requirement described in subparagraph (a) above by having the Company withhold Shares
or by delivering to the Company already-owned Shares. No partial exercise of this option may be for less than ten (10) Share lots
or multiples thereof.


 


9.     Suspension of Exercisability.
If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority,
is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in
part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such
state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.


 


10.   No Rights of Stockholder. Neither
the Employee (nor any beneficiary) shall be or have any of the rights or privileges of a stockholder of the Company in respect
of any of the Shares issuable pursuant to the exercise of this option, 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 Employee (or
beneficiary).


 


11.   No
Effect on Service. The Employee’s employment with the Company and its Affiliates is on an at-will basis only. Accordingly,
subject to any written, express employment with the Employee, nothing in this Agreement or the Plan shall confer upon the Employee
any right to continue to be employed by the Company or any Affiliate or shall interfere with or restrict in any way the rights
of the Company or the Affiliate, which are hereby expressly reserved, to terminate the employment of the Employee at any time for
any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract
executed by a duly authorized officer of the Company or the Affiliate employing or otherwise engaging the Employee. For purposes
of this Agreement, the transfer of the employment of the Employee between the Company and any one of its Affiliates (or between
Affiliates) shall not be deemed a Termination of Service. Nothing herein contained shall affect the Employee’s right to participate
in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare
plan or program of the Company or any Affiliate.


 






     


     


    

 


12.   Address for Notices. Any notice
to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Secretary, at 3100
Hansen Way, Palo Alto, California 94304, or at such other address as the Company may hereafter designate in writing.


 


13.   Option is Not Transferable.
Except as otherwise expressly provided herein, this option and the rights and privileges conferred hereby may not be transferred,
pledged, assigned or otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale
under execution, attachment or similar process. Upon any attempt to transfer, pledge, assign, hypothecate or otherwise dispose
of this option, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar
process, this option and the rights and privileges conferred hereby immediately shall become null and void.


 


14.   Maximum Term of Option. Notwithstanding
any other provision of this Agreement, this option is not exercisable after the Expiration Date.


 


15.   Binding Agreement. Subject to
the limitation on the transferability of this option contained herein, this Agreement shall be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


16.   Conditions to Exercise. The
Exercise Price for this option must be paid in the legal tender of the United States (including, in the Committee’s sole
discretion, by means of a broker-assisted cashless exercise) or, in the Committee’s sole discretion, in Shares of equivalent
value. Exercise of this option will not be permitted until satisfactory arrangements have been made for the payment of the appropriate
amount of withholding taxes (as determined by the Company). If the Employee fails to remit to the Company such withholding amount
within the time period specified by the Committee (in its discretion), the award may be forfeited and in such case the Employee
shall not receive any of the Shares subject to this Agreement.


 


17.   Plan Governs. This Agreement
is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement
and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined
in this Agreement shall have the meaning set forth in the Plan.


 


18.   Committee Authority. The Committee
shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons,
and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Agreement.


 


19.   Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles
of conflicts of law.


 


20.   Captions. The captions provided
herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.


 


21.   Agreement Severable. In the
event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and
such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.


 






     


     


    

 


22.   Retirement Definition and
Fortifier. For purposes of this Agreement, Retirement shall mean an employee’s voluntary termination of employment at
age 65 or above, or at age 55 with a minimum of 10 years employment with the Company, provided, however, that in the event employee
commences employment with a company which competes with the Company in any of Company's business, including but not limited to,
equipment, software or other products for the treatment of cancer, X-ray tubes, flat panel imaging devices and industrial X-ray
imaging devices, Company may, in its sole discretion, terminate this Agreement, including the vesting of any options or other
grants which remain unvested as of the date employee commences employment with the competitive company.


 


23.   Modifications
to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee
expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company.