Exhibit 10.4


 


Exhibit B


 


VARIAN MEDICAL SYSTEMS, INC.


2005 Omnibus Stock Plan


 


RESTRICTED STOCK AGREEMENT


 


Varian Medical Systems, Inc.
(the “Company”) hereby grants to the designated employee (“Employee”), a grant
of Restricted Stock under the Company’s 2005 Omnibus Stock Plan (the “Plan”).  The Restricted Stock granted hereunder
consists of shares of common stock of the Company (“Shares”).  The Grant Date is the date of this Agreement
(the “Grant Date”).  Subject to the
provisions of Appendix A (attached) and of the Plan, the principal features of
this grant are as follows:


 


	
  Total
  Number of Shares of Restricted Stock:

  	
   

  	
  [NUMBER A]

  



 


	
  Scheduled Vesting Dates:

  	
   

  	
  Number of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [DATE 5 YEAR
  FROM GRANT DATE]

  	
   

  	
  [33-1/3% of NUMBER A]

  	
   

  
	
  [DATE 10
  YEARS FROM GRANT DATE]

  	
   

  	
  [33-1/3% of NUMBER A]

  	
   

  
	
  [DATE 15
  YEARS FROM GRANT DATE]

  	
   

  	
  [33-1/3% of NUMBER A]

  	
   

  



 


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.  For example, important additional information
on vesting and forfeiture of the Shares covered by this grant is contained in
Paragraphs 3 through 6 of Appendix A.  PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC
TERMS AND CONDITIONS OF THIS AGREEMENT. 
YOU CAN REQUEST A COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN
RESOURCES OFFICE IN PALO ALTO, CALIFORNIA.


 


 


	
  VARIAN
  MEDICAL SYSTEMS, INC.

  	
  EMPLOYEE

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  [NAME]

  	
   

  



 





















 


APPENDIX A


 


TERMS AND CONDITIONS OF RESTRICTED STOCK


 


1.                                       Grant.  The Company hereby grants 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, an award of [NUMBER A] Shares of Restricted Stock on the
date hereof, subject to all of the terms and conditions in this Agreement and
the Plan.


 


2.                                       Shares
Held in Escrow.  Unless and until the
Shares of Restricted Stock shall have vested in the manner set forth in
Paragraphs 3 or 4, such Shares shall be issued in the name of the Employee and
held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and
shall not be sold, transferred or otherwise disposed of, and shall not be
pledged or otherwise hypothecated.  The
Company may instruct the transfer agent for its Common Stock to place a legend
on the certificates representing the Restricted Stock or otherwise note its
records as to the restrictions on transfer set forth in this Agreement and the
Plan.  The certificate or certificates
representing such Shares shall not be delivered by the Escrow Agent to the
Employee unless and until the Shares have vested and all other terms and
conditions in this Agreement have been satisfied.


 


3.                                       Vesting
Schedule.  Except as provided in
Paragraph 4, the Shares of Restricted Stock awarded by this Agreement shall
vest in the Employee, as to thirty-three and one-third percent (33-1/3%)
of such Shares on the fifth anniversary of the date of this Award, and as to an
additional thirty-three and one-third percent (33-1/3%) on each
succeeding five-year increments of the anniversary date, until one hundred
percent (100%) of such Shares shall have been vested.  Shares of Restricted Stock shall not vest in
the Employee 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 or the employee’s termination of service due to Retirement shall
have occurred not more than three years prior to 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.                                       Forfeiture.  Except as provided in Paragraph 4, and
notwithstanding any contrary provision of this Agreement, the balance of the
Shares of Restricted Stock which have not vested at the time of the Employee’s
Termination of Service or three years following Retirement shall thereupon be
forfeited and automatically transferred to and reacquired by the Company at no
cost to the Company.  The Employee hereby
appoints the Escrow Agent 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 certificate or certificates evidencing such unvested
Shares to the Company upon such Termination of Service.


 


6.                                       Death
of Employee.  Any distribution or
delivery to be made to the Employee under this Agreement shall, if the Employee
is then deceased, be made to the Employee’s designated beneficiary, or if
either no beneficiary survives the Employee or the Committee does not permit
beneficiary designations, to the administrator or executor of the Employee’s
estate.  Any designation of a beneficiary
by the Employee shall be effective only if such designation is made in a form
and manner acceptable to the Committee. 
Any transferee


 


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must furnish the Company with (a) written notice
of his or her status as transferee, and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance with any laws
or regulations pertaining to said transfer.


 


7.                                       Withholding
of Taxes.  Notwithstanding any
contrary provision of this Agreement, no certificate representing Restricted
Stock may be released from the escrow established pursuant to Paragraph 2
unless and until the Employee shall have delivered to the Company or its
designated Affiliate the full amount of any federal, state or local income or
other taxes which the Company or such Affiliate may be required by law to
withhold with respect to such Shares. 
The Employee may elect to satisfy any such income tax withholding
requirement by having the Company withhold Shares of Common Stock otherwise
deliverable to the Employee or by delivering to the Company already-owned
Shares of Common Stock, subject to the absolute discretion of the Committee to
disallow satisfaction of such withholding by the delivery or withholding of
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 award may be forfeited and in such case the
Employee shall not receive any of the Shares subject to this Agreement.


 


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 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 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


 


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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 3100 Hansen Way, Palo Alto, California
94304, or at such other address as the Company may hereafter designate in
writing.


 


12.                                 Grant
is Not Transferable.  Except as
provided in Paragraph 6 above, this grant and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately shall become null and void.


 


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 certificate or certificates for Shares of stock 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 California,
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


 


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


 


21.                                 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.


 


o   0   o


 


B-5