**Exhibit 10.2**

**AMENDMENT TO CHANGE IN CONTROL AGREEMENT**

This Amendment (the “Amendment”) to the AMENDED ANDRESTATED CHANGE IN CONTROL AGREEMENT dated as of October 18, 2004 (the “Original Agreement”), is entered into effective December 31, 2008, by and between Varian Semiconductor Equipment Associates, Inc., a Delawarecorporation (the “Company”), and Gary E. Dickerson (the “Employee”). 

Introduction 

The Company’s Board of Directors (the “Board”) has determined that it is in the best interest of the Company and its stockholdersthat the Original Agreement be amended to comply with Section 409A of the Internal Revenue Code of 1986. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Original Agreement. 

The parties therefore agree as follows: 

Section 1. The following new Section 7 is added at the end of the Original Agreement: 

 

*Any severance payments or benefits under this Agreement shall begin only upon the date of the Employee’s “separation from service” (determined as set forth below) which occurs on or after the date of termination of theEmployee’s employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to the Employee under this Agreement:*

*a. It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate“payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments orbenefits except to the extent specifically permitted or required by Section 409A.*

*b. If, as of the date of Employee’s“separation from service” from the Company, the Employee is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and termsset forth in this Agreement.*

*c. If, as of the date of the Employee’s “separation from service” from the Company, theEmployee is a “specified employee” (within the meaning of Section 409A), then:*

*i. Each installment ofthe severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term DeferralPeriod (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of this Agreement, the “Short-TermDeferral Period” means the period ending on the later of the fifteenth day of the third month following the end of the Employee’s tax year in which the separation from service occurs and the fifteenth day of the third month following theend of the Company’s tax year in which the separation from service occurs; and*

*ii. Each installment of theseverance payments and benefits due under this Agreement that is not described in paragraph c(i) above and that would, absent this subsection, be paid within the six-month period following the Employee’s “separation from service” fromthe Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Employee’s death), with any such installments that are required to be delayed being accumulated during thesix-month period and paid in a lump sum on the date that is six months and one day following the Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein;provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does notprovide for a deferral of compensation by reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception underTreasury Regulation § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the Employee’s second taxable year following the taxable year in which the separation from service occurs.*

*d. The determination of whether and when the Employee’s separation from service from the Company has occurred shall be made and in a mannerconsistent with, and based on the presumptions set forth in, Treasury Regulation*

*§ 1.409A-1(h). Solely for purposes of this paragraph d, “Company” shall include all persons with whom the Company would be considered asingle employer under Section 414(b) and 414(c) of the Code.*

*e. All reimbursements and in-kind benefits provided under thisAgreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) anyreimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect theexpenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) theright to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Any Gross-Up Payment to the Employee shall be made no later than the end of the Employee’s taxable year next following the Employee’staxable year in which the Employee remits the related taxes.*

*f. Notwithstanding anything herein to the contrary, the Company shallhave no liability to the Employee or to any other person if the payments and benefits provided hereunder that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.*

Section 2. Effect of Amendments. Other than as expressly set forth in this Amendment, the Original Agreement remains in full force andeffect. 

Section 3. Miscellaneous. The validity, interpretation, construction and performance of the Original Agreement andthis Amendment shall be governed by the Laws of the State of Massachusetts without giving effect to the provisions, principles or policies thereof relating to choice or conflict of laws. 

The parties have executed this Amendment on December 29, 2008. 

 
Varian Semiconductor Equipment Associates, Inc.By: 
/s/ ROBERT J. HALLIDAY
Name: Robert J. HallidayTitle: Executive Vice President and Chief Financial OfficerEmployee
/s/ GARY E. DICKERSON
Gary E. Dickerson