Form of Restricted Stock Agreement



 Exhibit 10.1 
  
 VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. 
 RESTRICTED STOCK AGREEMENT 
  
 Notice of Grant 
  
 Varian
Semiconductor Equipment Associates, Inc. (the “Company”) hereby grants you, [                    ] (the “Employee”),
[                    ] shares of the Company’s common stock, par value $0.01 per share (the “Shares”), as “Restricted
Stock” under the Company’s Amended and Restated Omnibus Stock Plan (the “Plan”). The date of grant of the Shares is
[                    ], 200[  ] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the
Plan, the Restricted Stock shall vest as follows: 
  
 Total Number of
Shares of Restricted Stock: 
  

			
	 Scheduled Vesting Dates:

	  	Number of Shares


	 [1 YEAR FROM GRANT DATE]
	  	 
		
	 [1 YEAR AND 1 QUARTER FROM GRANT DATE]
	  	 
		
	 [1 YEAR AND 2 QUARTERS FROM GRANT DATE]
	  	 
		
	 [1 YEAR AND 3 QUARTERS FROM GRANT DATE]
	  	 
		
	 [2 YEARS FROM GRANT DATE]
	  	 
		
	 [2 YEARS AND 1 QUARTER FROM GRANT DATE]
	  	 
		
	 [2 YEARS AND 2 QUARTERS FROM GRANT DATE]
	  	 
		
	 [2 YEARS AND 3 QUARTERS FROM GRANT DATE]
	  	 
		
	 [3 YEARS FROM GRANT DATE]
	  	 
		
	 [3 YEARS AND 1 QUARTER FROM GRANT DATE]
	  	 
		
	 [3 YEARS AND 2 QUARTERS FROM GRANT DATE]
	  	 
		
	 [3 YEARS AND 3 QUARTERS FROM GRANT DATE]
	  	 
		
	 [4 YEARS FROM GRANT DATE]
	  	 








 Your signature below indicates your agreement and understanding that this grant is subject to all of the
terms and conditions contained in Appendix A and the Plan. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. 
  

					
	 VARIAN SEMICONDUCTOR EQUIPMENT
 ASSOCIATES, INC.
	 	EMPLOYEE
			
	By:	 	  

	 	  


	Title:	 	Chairman of the Board	 	[                    ]








 APPENDIX A 
  
 TERMS AND CONDITIONS OF RESTRICTED STOCK 
  
 This Appendix A and the accompanying Notice of Grant are collectively referred to as the “Agreement.” Capitalized terms used but not defined in the Agreement
shall have the meanings assigned to such terms in the Plan. 
  
 1.
Grant. The Company hereby issues the Shares to the Employee under the Plan for past services and as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services,
subject to all of the terms and conditions in this Agreement and the Plan. 
  
 2. Shares Held in Book Entry. The Shares will be held in book entry by the Company’s transfer agent in the name of the Employee for that number of Shares issued to the Employee. The Company shall not be
required (i) to transfer on its books any of the Shares which have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such Shares or to pay dividends to any transferee to whom such Shares
have been transferred in violation of any of the provisions of this Agreement. 
  
 3. Vesting Schedule. Except as provided in Paragraphs 4 and 5, the Shares of Restricted Stock awarded by this Agreement shall vest as described in the Notice of Grant. Shares of Restricted Stock shall not vest
in accordance with any of the provisions of this Agreement unless the Employee shall have been continuously employed by the Company or by one of its Affiliates from the Grant Date until the date such vesting is deemed to have occurred. 

 
 4. Committee Discretion. The Committee, in its absolute discretion,
may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares of Restricted Stock at any time. If so accelerated, such Shares shall be considered as having vested as of the date specified by the Committee.

  
 5. Death, Disability and Retirement. If a Termination
of Service occurs by reason of the Employee’s death, Disability or Retirement, the vesting of the balance of the Shares of Restricted Stock which have not vested as of immediately prior to such Termination of Service shall be fully accelerated
effective as of such Termination of Service. 
  
 6.
Forfeiture. Except as provided in Paragraphs 4 and 5, the balance of the Shares of Restricted Stock which have not vested at the time of the Employee’s Termination of Service shall thereupon be forfeited and automatically transferred to
and reacquired by the Company at no cost to the Company. The Employee hereby appoints the Secretary of the Company with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the
name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the Shares to the Company upon such Termination of Service. 

 
 7. Withholding of Taxes. The Employee acknowledges and agrees that
the Company has the right to deduct from payments of any kind otherwise due to the Employee any federal, state or local taxes of any kind required by law to be withheld with respect to the 








 
issuance of the Shares to the Employee or the vesting of any Shares. The Employee may elect to satisfy any such income tax withholding requirement by
delivering vested Shares or other already-owned shares of Common Stock, subject to the absolute discretion of the Committee to disallow satisfaction of such withholding by the delivery of Common Stock. If the Employee fails to remit to the Company
such withholding amount within the time period specified by the Committee (in its discretion), the Shares may be forfeited. 
  
 8. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee shall have any of the rights or privileges of
a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates (which may be in book entry form) representing such Shares shall have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Employee or the Escrow Agent. Except as provided in Paragraph 10, after such issuance, recordation and delivery, the Employee shall have all the rights of a stockholder of the Company with respect to voting
such Shares and receipt of dividends and distributions on such Shares. 
  
 9. No Effect on Service. The Employee’s employment with the Company and its Affiliates is on an at-will basis only. Accordingly, subject to any written, express employment with the Employee, nothing in this Agreement or the Plan
shall confer upon the Employee any right to continue to be employed by the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company or the Affiliate, which are hereby expressly reserved, to terminate the
employment of the Employee at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the Affiliate
employing or otherwise engaging the Employee. For purposes of this Agreement, the transfer of the employment of the Employee between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service.
Nothing herein contained shall affect the Employee’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Company or any
Affiliate. 
  
 10. Changes in Stock. In the event that as a
result of a stock dividend, stock split, reclassification, recapitalization, combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off or other reorganization, the
Company’s Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Employee shall in his or her capacity as owner of unvested Shares of Restricted Stock which have been awarded to him or her (the
“Prior Shares”) be entitled to new or additional or different Shares of stock or securities (other than rights or warrants to purchase securities), such new or additional or different Shares or securities shall thereupon be considered to
be unvested Shares of Restricted Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Employee receives rights or warrants with respect to any
Prior Shares, such rights or warrants may be held or exercised by the Employee, provided that until such exercise any such rights or warrants and after such exercise any Shares or other securities acquired by the exercise of such rights or warrants
shall be considered to be unvested Restricted Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Committee in its absolute discretion at any
time 








 
may accelerate the vesting of all or any portion of such new or additional Shares of stock or securities, rights or warrants to purchase securities or Shares
or other securities acquired by the exercise of such rights or warrants. 
  
 11. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Secretary, at 35 Dory Road, Gloucester, Massachusetts 01930, or
at such other address as the Company may hereafter designate in writing. 
  
 12. Grant is Not Transferable. Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated. 
  
 13. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this
Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  
 14. Conditions for Issuance of Certificates for Stock. The Shares of stock deliverable to the Employee may be either previously authorized but
unissued Shares or issued Shares which have been reacquired by the Company. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all
stock exchanges on which such class of stock is then listed; and (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which
the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Stock as the Committee may establish from time to time for
reasons of administrative convenience. 
  
 15. Plan
Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized
terms used and not defined in this Agreement shall have the meaning set forth in the Plan. 
  
 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its principles of conflicts of law. 
  
 17. Committee Authority. The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. 







 18. Captions. Captions provided herein are for convenience only and are not to serve as a basis
for interpretation or construction of this Agreement. 
  
 19.
Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the
remaining provisions of this Agreement. 
  
 20. Modifications
to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.