<PAGE>

                                                                    EXHIBIT 10.1

                          VARIAN MEDICAL SYSTEMS, INC.

                               OMNIBUS STOCK PLAN

 (AMENDED AND RESTATED TO REFLECT THE JANUARY 15, 2002 TWO-FOR-ONE STOCK SPLIT)

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                               TABLE OF CONTENTS

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SECTION 1         BACKGROUND, PURPOSE AND DURATION..........................................1

        1.1    Effective Date...............................................................1
        1.2    Purpose of the Plan..........................................................1

SECTION 2         DEFINITIONS...............................................................1

        2.1    "1934 Act"...................................................................1
        2.2    "Affiliate"..................................................................1
        2.3    "Award"......................................................................1
        2.4    "Award Agreement"............................................................1
        2.5    "Board"......................................................................1
        2.6    "Code".......................................................................1
        2.7    "Committee"..................................................................1
        2.8    "Company"....................................................................1
        2.9    "Consultant".................................................................1
        2.10   "Director"...................................................................2
        2.11   "Disability".................................................................2
        2.12   "EBIT".......................................................................2
        2.13   "EBITDA".....................................................................2
        2.14   "Earnings Per Share".........................................................2
        2.15   "Employee"...................................................................2
        2.16   "Exercise Price".............................................................2
        2.17   "Fair Market Value"..........................................................2
        2.18   "Fiscal Year"................................................................2
        2.19   "Grant Date".................................................................2
        2.20   "Incentive Stock Option".....................................................2
        2.21   "Net Income".................................................................2
        2.22   "Non-employee Director"......................................................2
        2.23   "Non-qualified Stock Option".................................................2
        2.24   "Operating Cash Flow"........................................................2
        2.25   "Option".....................................................................2
        2.26   "Participant"................................................................3
        2.27   "Performance Goals"..........................................................3
        2.28   "Performance Period".........................................................3
        2.29   "Performance Share"..........................................................3
        2.30   "Performance Unit"...........................................................3
        2.31   "Period of Restriction"......................................................3
        2.32   "Plan".......................................................................3
        2.33   "Restricted Stock"...........................................................3
        2.34   "Retirement".................................................................3
        2.35   "Return on Assets"...........................................................3
        2.36   "Return on Equity............................................................3
        2.37   "Return on Sales"............................................................3
        2.38   "Revenue"....................................................................3
        2.39   "Rule 16b-3".................................................................3
        2.40   "Section 16 Person"..........................................................4
        2.41   "Shareholder Return".........................................................4
        2.42   "Shares".....................................................................4
        2.43   "Stock Appreciation Right"...................................................4
        2.44   "Subsidiary".................................................................4
        2.45   "Termination of Service".....................................................4
        2.46   "VAI"........................................................................4
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                               TABLE OF CONTENTS
                                  (continued)

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SECTION 3         ADMINISTRATION............................................................4

        3.1    The Committee................................................................4
        3.2    Authority of the Committee...................................................4
        3.3    Delegation by the Committee..................................................4
        3.4    Non-employee Directors.......................................................5
        3.5    Decisions Binding............................................................5

SECTION 4         SHARES SUBJECT TO THE PLAN................................................5

        4.1    Number of Shares.............................................................5
        4.2    Lapsed Awards................................................................5
        4.3    Adjustments in Awards and Authorized Shares..................................5

SECTION 5         STOCK OPTIONS.............................................................5

        5.1    Grant of Options.............................................................5
        5.2    Award Agreement..............................................................5
        5.3    Exercise Price...............................................................5

               5.3.1  Non-qualified Stock Options...........................................6
               5.3.2  Incentive Stock Options...............................................6
               5.3.3  Substitute Options....................................................6

        5.4    Expiration of Options........................................................6

               5.4.1  Expiration Dates......................................................6
               5.4.2  Death of Participant..................................................6
               5.4.3  Committee Discretion..................................................6

        5.5    Exercisability of Options....................................................6
        5.6    Payment......................................................................7
        5.7    Restrictions on Share Transferability........................................7
        5.8    Certain Additional Provisions for Incentive Stock Options....................7

               5.8.1  Exercisability........................................................7
               5.8.2  Termination of Service................................................7
               5.8.3  Company and Subsidiaries Only.........................................7
               5.8.4  Expiration............................................................7

        5.9    Grant of Reload Options......................................................7

SECTION 6         STOCK APPRECIATION RIGHTS.................................................8

        6.1    Grant of SARs................................................................8
        6.2    Exercise Price and Other Terms...............................................8
        6.3    SAR Agreement................................................................8
        6.4    Expiration of SARs...........................................................8
        6.5    Payment of SAR Amount........................................................8
        6.6    Payment Upon Exercise of SAR.................................................8

SECTION 7         RESTRICTED STOCK..........................................................8

        7.1    Grant of Restricted Stock....................................................8
        7.2    Restricted Stock Agreement...................................................8
        7.3    Transferability..............................................................8
        7.4    Other Restrictions...........................................................8

               7.4.1  General Restrictions..................................................9
               7.4.2  Section 162(m) Performance Restrictions...............................9
               7.4.3  Legend on Certificates................................................9
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                               TABLE OF CONTENTS
                                  (continued)

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        7.5    Removal of Restrictions......................................................9
        7.6    Voting Rights................................................................9
        7.7    Dividends and Other Distributions............................................9
        7.8    Return of Restricted Stock to Company........................................9

SECTION 8         PERFORMANCE UNITS AND PERFORMANCE SHARES..................................9

        8.1    Grant of Performance Units and Shares........................................9
        8.2    Initial Value...............................................................10
        8.3    Performance Objectives and Other Terms......................................10

               8.3.1  General Performance Objectives.......................................10
               8.3.2  Section 162(m) Performance Objectives................................10

        8.4    Earning of Performance Units and Performance Shares.........................10
        8.5    Form and Timing of Payment..................................................10
        8.6    Cancellation................................................................10

SECTION 9         NON-EMPLOYEE DIRECTORS...................................................10

        9.1    Granting of Options.........................................................10

               9.1.1  Non-employee Directors...............................................10
               9.1.2  Chairman.............................................................11

        9.2    Terms of Options............................................................11

               9.2.1  Option Agreement.....................................................11
               9.2.2  Exercise Price.......................................................11
               9.2.3  Exercisability.......................................................11
               9.2.4  Expiration of Options................................................11
               9.2.5  Death of Director....................................................11
               9.2.6  Not Incentive Stock Options..........................................11
               9.2.7  Other Terms..........................................................11

        9.3    Substitute Options..........................................................11
        9.4    Elections by Non-employee Directors.........................................12

SECTION 10        MISCELLANEOUS............................................................12

        10.1   No Effect on Employment or Service..........................................12
        10.2   Participation...............................................................12
        10.3   Indemnification.............................................................12
        10.4   Successors..................................................................12
        10.5   Beneficiary Designations....................................................12
        10.6   Nontransferability of Awards................................................13
        10.7   No Rights as Stockholder....................................................13
        10.8   Withholding Requirements....................................................13
        10.9   Withholding Arrangements....................................................13
        10.10  Deferrals...................................................................13

SECTION 11        AMENDMENT, TERMINATION AND DURATION......................................13

        11.1   Amendment, Suspension or Termination........................................13
        11.2   Duration of the Plan........................................................13

SECTION 12        LEGAL CONSTRUCTION.......................................................13

        12.1   Gender and Number...........................................................13
        12.2   Severability................................................................14
        12.3   Requirements of Law.........................................................14
        12.4   Governing Law...............................................................14
        12.5   Captions....................................................................14
</TABLE>

                                     -iii-

<PAGE>

                          VARIAN MEDICAL SYSTEMS, INC.
                               OMNIBUS STOCK PLAN

            (AS AMENDED AND RESTATED TO REFLECT THE JANUARY 15, 2002
                            TWO-FOR-ONE STOCK SPLIT)


                                    SECTION 1
                        BACKGROUND, PURPOSE AND DURATION

            1.1 Effective Date. This amended and restated Plan is effective as
of January 15, 2002.

            1.2 Purpose of the Plan. The Plan is intended to increase incentives
and to encourage Share ownership on the part of (1) employees of the Company and
its Affiliates, (2) consultants who provide significant services to the Company
and its Affiliates, and (3) directors of the Company who are employees of
neither the Company nor any Affiliate. The Plan also is intended to further the
growth and profitability of the Company. 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, 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 Medical Systems, Inc., a Delaware
corporation, or any successor thereto.

            2.9 "Consultant" means any consultant, independent contractor, or
other person who provides significant services to the Company or its Affiliates,
but who is neither an Employee nor a Director.


                                       1
<PAGE>

            2.10 "Director" means any individual who is a member of the Board.

            2.11 "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 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.

            2.12 "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.

            2.13 "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 Net Income, divided by a weighted average number
of common shares outstanding and dilutive common equivalent shares deemed
outstanding, 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 "Exercise Price" means the price at which a Share may be
purchased by a Participant pursuant to the exercise of an Option.

            2.17 "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.

            2.18 "Fiscal Year" means the fiscal year of the Company.

            2.19 "Grant Date" means, with respect to an Award, the date that the
Award was granted.

            2.20 "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.

            2.21 "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.

            2.22 "Non-employee Director" means a Director who is an employee of
neither the Company nor of any Affiliate.

            2.23 "Non-qualified Stock Option" means an option to purchase Shares
which is not intended to be an Incentive Stock Option.

            2.24 "Operating Cash Flow" means as to any Performance Period, the
Company's or a business unit's sum of Net Income plus depreciation and
amortization less capital expenditures plus changes in working capital comprised
of accounts receivable, inventories, other current assets, trade accounts
payable, accrued expenses, product warranty, advance payments from customers and
long-term accrued expenses, determined in accordance with generally acceptable
accounting principles.

            2.25 "Option" means an Incentive Stock Option or a Non-qualified
Stock Option.


                                       2
<PAGE>

            2.26 "Participant" means an Employee, Consultant, or Non-employee
Director who has an outstanding Award.

            2.27 "Performance Goals" means the goal(s) (or combined goal(s))
determined by the Committee (in its 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)
EBITDA, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f)
Return on Assets, (g) Return on Equity, (h) Return on Sales, (i) Revenue, and
(j) 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, for Awards
not intended to qualify as performance-based compensation, "Determination Date"
shall mean such date as the Committee may determine in its discretion.

            2.28 "Performance Period" means any fiscal period not to exceed
three consecutive Fiscal Years, as determined by the Committee in its sole
discretion.

            2.29 "Performance Share" means a Performance Share granted to a
Participant pursuant to Section 8.

            2.30 "Performance Unit" means a Performance Unit granted to a
Participant pursuant to Section 8.

            2.31 "Period of Restriction" means the period during which shares of
Restricted Stock are subject to forfeiture and/or restrictions on
transferability.

            2.32 "Plan" means the Varian Medical Systems, Inc. Omnibus Stock
Plan, as set forth in this instrument and as hereafter amended from time to
time.

            2.33 "Restricted Stock" means an Award granted to a Participant
pursuant to Section 7.

            2.34 "Retirement" means, in the case of an Employee or a
Non-employee Director, "Retirement" as defined pursuant to the Company's or the
Board's Retirement Policies, as they may be established from time to time. With
respect to a Consultant, no Termination of Service shall be deemed to be on
account of "Retirement."

            2.35 "Return on 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 average net Company or business unit, as applicable,
assets, determined in accordance with generally accepted accounting principles.

            2.36 "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.

            2.37 "Return on Sales" 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 the business unit's, as applicable,
Revenue, determined in accordance with generally accepted accounting principles.

            2.38 "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.

            2.39 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act,
as amended, and any future regulation amending, supplementing or superseding
such regulation.


                                       3
<PAGE>


            2.40 "Section 16 Person" means a person who, with respect to the
Shares, is subject to section 16 of the 1934 Act.

            2.41 "Shareholder Return" means as to any Performance Period, the
total return (change in share price plus reinvestment of any dividends) of a
Share.

            2.42 "Shares" means shares of the Company's common stock, $1.00 par
value.

            2.43 "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.

            2.44 "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.

            2.45 "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; (b) in the case
of a Consultant, a cessation of the service relationship between a Consultant
and the Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous re-engagement of the consultant by the Company or an
Affiliate; and (c) in the case of a Non-employee Director, a cessation of the
Non-employee Director's service on the Board for any reason.

            2.46 "VAI" means Varian Associates, Inc., a Delaware corporation.

                                    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 Consultants 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, Consultants 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.

            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.


                                       4
<PAGE>


            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 grant under the Plan shall not
exceed 2,195,588, plus such number of Shares as are granted pursuant to
substitute Options under Sections 5.3.3 and 9.3 in connection with the
distribution of Shares to the stockholders of VAI. Shares granted 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. In addition, if any Shares are tendered to the Company
(whether by physical delivery or attestation) as full or partial payment for the
exercise of an Option or in satisfaction of a tax withholding obligation
pursuant to an Award, only the net Shares issued shall be deemed granted for
purposes of determining the maximum number of Shares that may be granted under
Section 4.1. Also, Shares granted pursuant to Awards assumed or granted in
substitution of other awards in connection with the acquisition by the Company
of an unrelated entity shall not reduce the maximum number of Shares issuable
under Section 4.1.

            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 which may be delivered under the Plan, the
number, class, and price of Shares subject to outstanding Awards, and the
numerical limit of Section 5.1 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.

                                    SECTION 5
                                  STOCK OPTIONS

            5.1 Grant of Options. Subject to the terms and provisions of the
Plan, Options may be granted to Employees and Consultants 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 2,000,000 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 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
<PAGE>

                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 or Consultants 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

                    (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. If a Participant who is a Consultant dies
prior to the expiration of his or her Options, the Committee, in its discretion,
may provide that his or her Options shall be exercisable for up to 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).

            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


                                       6
<PAGE>

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 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.

            5.9 Grant of Reload Options. The Committee 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 of shares 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 the Committee, 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 Exercise Price shall be
determined as of the Grant Date.


                                       7
<PAGE>

                                    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 and Consultants 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 2,000,000 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.

            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 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 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 and Consultants 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 during any Fiscal Year, no Participant shall be
granted more than 194,000 Shares of Restricted Stock.

            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.


                                       8
<PAGE>



                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 basis determined by the Committee in its 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 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 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
        Medical Systems, 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 Medical Systems, 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 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.

                                    SECTION 8
                    PERFORMANCE UNITS AND PERFORMANCE SHARES

            8.1 Grant of Performance Units and Shares. Performance Units and
Performance Shares may be granted to Employees and Consultants 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 and Performance Shares granted to any Participant,
provided that during any Fiscal Year, no more than 200,000 Performance Shares or
Performance Units may be granted to any Participant.


                                       9
<PAGE>


            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 shall set
performance objectives in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Units or Shares
that will be paid out to the Participants. 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
discretion. The time period during which the performance objectives must be met
shall be called the "Performance Period." Each Award of Performance Units or
Shares 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
discretion.

                8.3.2 Section 162(m) Performance Objectives. For purposes of
qualifying grants of Performance Units or Shares as "performance-based
compensation" under section 162(m) of the Code, the Committee, in its
discretion, may determine that the performance objectives applicable to
Performance Units or Shares 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 or Shares to qualify as
"performance-based compensation" under section 162(m) of the Code. In granting
Performance Units or Shares 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 or Shares under section 162(m) of the Code (e.g., in
determining the Performance Goals).

            8.4 Earning of Performance Units and Performance Shares. After the
applicable Performance Period has ended, the Participant shall be entitled to
receive a payout of the number of Performance Units or Shares 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
or Share, the Committee, in its sole discretion, may reduce or waive any
performance objectives for Award.

            8.5 Form and Timing of Payment. Payment of earned Performance Units
or Performance Shares shall be made as soon as practicable after the expiration
of the applicable Performance Period. The Committee, in its sole discretion, may
pay such earned Awards in cash, Shares or a combination thereof.

            8.6 Cancellation. On the date set forth in the Award Agreement, all
unearned or unvested Performance Units or Performance Shares shall be forfeited
to the Company, and again shall be available for grant under the Plan.

                                    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 20,000 Shares (an "Initial Grant") on the later
of the Effective Date of the Plan or 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 10,000 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.


                                       10
<PAGE>

                9.1.2 Chairman. Each Chairman of the Company who is a
Non-employee Director shall be granted an Option to purchase 200,000 Shares (an
"Initial Chairman's Grant") on the later of the Effective Date of the Plan or
the date such individual becomes Chairman. Thereafter, for so long as such
individual serves as Chairman, he or she annually will be granted an Option for
an additional 10,000 Shares (each a "Subsequent Chairman's Grant"). Each such
Subsequent Chairman's Grant shall be made on the first business day after each
Annual Meeting of Stockholders occurring after the date of the Initial
Chairman's Grant or previous Subsequent Chairman's Grant, but only if the
individual has continuously served as Chairman through the Grant Date. Any
Initial Chairman's Grant or Subsequent Chairman's Grant shall be in lieu of any
Initial Grant or Subsequent Grant the Chairman otherwise would be entitled to
under Section 9.1.1.

            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 Option granted pursuant to this
Section 9 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) 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-employee Director'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 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 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


                                       11
<PAGE>

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.

            9.4 Elections by Non-employee Directors. Pursuant to such procedures
as the Board (in its 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. The number of
Shares 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. In addition, pursuant to such
procedures as the Board (in its 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 and meeting attendance fees and other cash
compensation otherwise due to the Non-employee Director in exchange for an
Option to purchase Shares. The number of Shares subject to such an Option
received by any Non-employee Director shall equal the amount of foregone
compensation multiplied by four (4) and 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. All
Options granted pursuant to this Section 9.4 shall be subject to the
restrictions of Section 9.2.

                                   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 or Consultant 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 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.


                                       12
<PAGE>

            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
discretion), the Participant's Award may, in the Committee's 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.

            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.

                                   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 ten (10) years from the Effective Date.

                                   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.


                                       13
<PAGE>


            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.

                                    EXECUTION

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

                                       VARIAN MEDICAL SYSTEMS, INC.


Dated:  January 15, 2002               By    /s/ Joseph B. Phair
                                          -------------------------------------
                                          Name:  Joseph B. Phair
                                          Title: Vice President, Administration,
                                                 General Counsel & Secretary


                                       14