**Exhibit 10.6**

 

**VARIAN, INC.**

**OMNIBUS STOCK PLAN**

(as amended and restated effective December 2, 2004) 

 

**SECTION 1**

**BACKGROUND, PURPOSE AND DURATION**

 

1.1 Effective Date. The Plan, as amended and restated, is effective as of November 11, 2004, subject to the approval of the amended and restated Plan by a majority of the shares of the Company’s commonstock which are present in person or by proxy and entitled to vote at the 2005 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 Companyand 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, asamended. 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 regulationamending, 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 grantunder 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 ofthe Company. 

 

2.6 “Code” means the InternalRevenue 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 suchsection or regulation. 

 

2.7 “Committee” meansthe 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 theCode, 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 bythe 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, theCompany’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, theCompany’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 PerformancePeriod, 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 isadopted 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 lowerExercise 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 orcancelled 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 maybe 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 therelevant 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 thepreceding, 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 anAward, 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, theCompany’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 topurchase 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 combinedgoal(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 ofachievement 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 thecalculation 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 theCode. Notwithstanding the previous sentence, for Awards not intended to qualify as 

 

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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 toexceed 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 whichshares 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 EBITbefore 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 NetIncome 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 the1934 Act. 

 

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2.42 “Shareholder Return” means as to any Performance Period, the total return (changein 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, thatpursuant 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 chainof 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 ofthe 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, atermination 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 aNon-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-employeedirector” 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 suchdetermination 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 thePlan 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 Directorspursuant 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 theUnited 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 mayreduce the amount payable under any Award (other than an Option) after the grant of such Award. Notwithstanding the preceding, the Committee 

 

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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 entitledto 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 moredirectors 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 theCommittee 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 otherwisegranted 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 allpersons, 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 forissuance 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 theCommittee. 

 

4.3 Adjustments in Awards and AuthorizedShares. 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, theCommittee shall adjust the number and class of Shares which 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 theCommittee (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 theBoard, 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**

 

5.1Grant 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, shalldetermine 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, ora combination thereof. 

 

5.2 Award Agreement. Each Optionshall 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 asthe 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 bedetermined by the Committee in its sole discretion. 

 

5.3.1Non-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 StockOption, 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 attributedto 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 thanone 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., theacquisition 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 Servicefor 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 Serviceby 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 eachAward 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).

 

5.5 Exercisability of Options. Options granted underthe 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 theexercisability 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 theSecretary 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. TheCommittee, 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 theParticipant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such 

 

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Shares. 

 

5.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Optionas 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 statesecurities laws. 

 

5.8 Certain Additional Provisions forIncentive Stock Options. 

 

5.8.1 Exercisability. Theaggregate 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 itsSubsidiaries) shall not exceed $100,000. 

 

5.8.2 Terminationof 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 suchthree-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 onthe Grant Date. 

 

5.8.4 Expiration. No Incentive StockOption 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 section424(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) yearsfrom the Grant Date. 

 

5.9 Grant of Reload Options. TheCommittee may provide in an Award Agreement that a Participant who exercises all or part of an Option by payment of the Exercise Price with already-owned Shares, shall be granted an additional option (a “Reload Option”) for a number ofshares of stock equal to the number of Shares tendered to exercise the previously granted Option plus, if the Committee so determines, any Shares withheld or delivered in satisfaction of any tax withholding requirements. As determined by theCommittee, each Reload Option shall (a) have a Grant Date which is the date as of which the previously granted Option is exercised, and (b) be exercisable on the same terms and conditions as the previously granted Option, except that the ExercisePrice shall be determined as of the Grant Date. 

 

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**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 completediscretion 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 completediscretion 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. 

 

6.3 SAR Agreement. Each SAR grant shall be evidenced by an AwardAgreement 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 uponthe 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 theCompany in an amount determined by multiplying: 

 

(a) Thedifference between the Fair Market Value of a Share on the date of exercise 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, Sharesor 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 Sharesof 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 thePlan no more than 250,000 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 shallspecify 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, 

 

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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 deemadvisable 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 individual), applicable federal or state securities laws, or any other basisdetermined by the Committee in its sole discretion. 

 

7.4.2Section 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 basedupon 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) ofthe 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 theRestricted 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 appropriatenotice 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, orby 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 Secretaryof 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 thetime 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 Sharesshall be freely transferable by the Participant. 

 

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7.6 Voting Rights. During the Period of Restriction, Participants holding Shares of RestrictedStock 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 toreceive 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 ontransferability 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 notlapsed shall revert to the Company and again shall become available for grant under the Plan. 

 

**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 thenumber of Performance Units, Performance Shares and Stock Units granted to any Participant, provided that pursuant to the Plan no more than 250,000 Shares in the aggregate may be (a) issued pursuant to Performance Units, Performance Shares and StockUnits, and (b) granted as Restricted Stock. 

 

8.2 InitialValue. 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 shallhave 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 orsatisfied, 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 ofCompany-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 solediscretion, shall determine. 

 

8.3.1 General PerformanceObjectives. 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. 

 

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8.3.2 Section 162(m) Performance Objectives. For purposes of qualifying grants of PerformanceUnits, 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 Unitsto 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 followany 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 andStock Units. After the applicable Performance Period has ended, the Participant shall be entitled to receive a payout of the number of Performance Units, Performance Shares or Stock Units earned during the Performance Period, depending upon theextent 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 evidencedby 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 otherdistributions 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. 

 

8.6.1Performance 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. TheCommittee, 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 anindividual’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. AParticipant’s election as provided in the preceding sentence shall be irrevocable 

 

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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, allunearned 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 theCommittee (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 Sharesand/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 nearestwhole number of Shares. 

 

**SECTION 9**

**NON-EMPLOYEE DIRECTORS**

 

9.1 Granting of Options. 

 

9.1.1 Non-employee Directors. Each Non-employee Director shall be granted an Option to purchase 10,000 Shares (an “Initial Grant”) on thelater of (a) ten (10) business days after the Effective Date of the Plan or (b) 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, heor she annually shall be granted an Option for an additional 5,000 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 ofthe 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 50,000 Shares (an “InitialChairman’s Grant”) on the later of (a) ten (10) business days after the Effective Date of the Plan or (b) the date such individual becomes Chairman. Any Initial Chairman’s Grant shall be in lieu of any Initial Grant or SubsequentGrant the Chairman otherwise would be entitled to under Section 9.1.1 while he or she serves as Chairman. If a Chairman ceases to serve as such but remains a Non-employee Director, he or she shall be entitled to Subsequent Grants under Section9.1.1, provided he or she has continuously served as a Non-employee Director through the applicable Grant Date. 

 

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 beexecuted by the Non-employee Director and the Company. 

 

9.2.2Exercise 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. 

 

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9.2.3 Exercisability. Each Option granted pursuant to this Section 9 shall be fully exercisable onthe Grant Date. 

 

9.2.4 Expiration of Options. EachOption 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) months from the date of the Non-employee Director’s Termination of Service for a reason other than death, Disability, resignation or Retirement; or 

 

(c) The expiration of three (3) years from the date of the Non-employeeDirector’s Termination of Service by reason of completion of the Participant’s term as a Director, Disability or Retirement; or 

 

(d) The expiration of one (1) month from the date of the Non-employee Director’s Termination of Service by reason of resignation. 

 

9.2.5 Death of Director. Notwithstanding Section 9.2.4, if aNon-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 thisSection 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 theterms 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$25,000, rounded up to the nearest whole number of Shares. 

 

9.4Terms 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’sTermination of Service. 

 

9.4.3 Dividends and OtherDistributions. 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 thesame 

 

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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 madeby 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 bythe 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 applicableprovisions 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 ofproperty 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. 

 

9.6 Elections by Non-employee Directors. Pursuant to such procedures as the Board (in its sole discretion) may adopt from time to time, eachNon-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 StockUnits. 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 theNon-employee Director, rounded up to the nearest whole number of Shares. 

 

**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 anyParticipant’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 aTermination 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 beselected to receive a future Award. 

 

10.3Indemnification. 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 orreasonably 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 orany Award Agreement, and (b) from any and all amounts paid by 

 

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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, orproceeding 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 ofindemnification 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 powerthat 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 existence of such successor is the result of a direct or indirectpurchase, 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 anyvested 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 unexercisedvested 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 orhypothecated, 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 theParticipant. 

 

10.7 No Rights as Stockholder. Except tothe 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 orcash 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 amountwithin 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 suchAward. 

 

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10.9 Withholding Arrangements. The Committee, in its sole discretion and pursuant to suchprocedures 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 theamount 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 FairMarket Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld. 

 

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 Sharesthat 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. 

 

**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 andfor 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 duringany 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, withoutfurther stockholder approval, no Incentive Stock Option may be granted under the Plan after December 2, 2014. 

 

**SECTION 12**

**LEGAL CONSTRUCTION**

 

12.1 Gender and Number. Except where otherwise indicated by thecontext, 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 notaffect 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 andregulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

 

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12.4 Governing Law. The Plan and all Award Agreements shall be construed in accordance with andgoverned 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.

 

**EXECUTION**

 

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

 
  VARIAN, INC.Dated:   December 2, 2004 By: 
  /s/ A. W. Homan
  Name: A. W. Homan  Title: Vice President, General Counsel    and Secretary
 

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