Exhibit 10.2


 


Exhibit D


Officers


 


VARIAN
MEDICAL SYSTEMS, INC.


2005
OMNIBUS STOCK PLAN


NONQUALIFIED
STOCK OPTION AGREEMENT


 


Varian Medical Systems, Inc. (the “Company”)
hereby grants you, «FNAME» «LNAME» (the “Employee”), a nonqualified stock
option under the Company’s 2005 Omnibus Stock Plan (the ”Plan”), to
purchase shares of common stock of the Company (“Shares”).  The date of this Agreement is «GrantDate» (the “Grant Date”).  In general, the latest date this option will
expire is «ExpirationDate» (the “Expiration
Date”).  However, as provided in
Appendix A (attached hereto as “2005 Omnibus Stock Plan Appendix A”), this
option may expire earlier than the Expiration Date.  Subject to the provisions of Appendix A
and of the Plan, the principal features of this option are as follows:


 


	
  Maximum Number of Shares

  	
   

  	
   

  
	
  Purchasable with this Option: 

  	
   

  	
  Purchase Price per Share: 

  
	
  «Shares»

  	
   

  	
  $

  	
  «GrantPrice»

  



 


	
  Scheduled Vesting Dates:

  	
   

  	
  Number of Shares*:

  
	
   

  	
   

  	
   

  
	
  «Date1YearFromGrantDate»

  	
   

  	
  1/3rd  of shares granted

  
	
  «Date13thMonthFromGrantDate»
  through

  	
   

  	
  1/36th  of shares granted 

  
	
  «Date36thMonthFromGrantDate»

  	
   

  	
   

  



 










*Shares vest in only whole share increments, fractions of shares vest
only when they equal whole share increments.


 


	
  Event Triggering

  	
   

  	
  Maximum Time to Exercise

  	
   

  
	
  Termination of Option:

  	
   

  	
  After Triggering Event**:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Termination
  of Service for cause

  	
   

  	
  None

  	
   

  
	
  Termination
  of Service due to Disability

  	
   

  	
  1 year

  	
   

  
	
  Termination
  of Service due to Retirement

  	
   

  	
  3 years

  	
   

  
	
  Termination
  of Service due to death

  	
   

  	
  3 years

  	
   

  
	
  All other
  Terminations of Service

  	
   

  	
  3 months

  	
   

  



 










**However, in no event may this option be exercised after the
Expiration Date (except in certain cases of the death of the Employee).


 


Your signature below indicates your agreement
and understanding that this option is subject to all of the terms and
conditions contained in Appendix A and the Plan.  For example, important additional information
on vesting and termination of this option is contained in Paragraphs 4 through
6 of Appendix A.  ACCORDINGLY,
PLEASE BE SURE TO READ


 





















 


ALL OF APPENDIX A AND THE PLAN, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION. 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:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Vice
  President, Human Resources

  	
  «FNAME» «LNAME»

  
					



 


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2005 STOCK PLAN APPENDIX A


 


TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION


 


1.                                       Grant of
Option.  The Company hereby grants to
the Employee under the Plan, 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, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any part of an
aggregate of «Shares» Shares.


 


2.                                       Exercise
Price.  The purchase price per Share
for this option (the “Exercise Price”) shall be $«GrantPrice» which is the Fair Market Value of a Share on the Grant
Date.


 


3.                                       Number of
Shares.  The number and class of
Shares specified in Paragraph 1 above, and/or the Exercise Price, are subject
to adjustment by the Committee 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.


 


4.                                       Vesting
Schedule.  Except as otherwise
provided in this Agreement, the right to exercise this option will vest as to
thirty-three and one-third percent (33-1/3%) of the Shares specified in
Paragraph 1 above on the first anniversary date of the Grant Date, and as to an
additional 1/36th of the shares on each succeeding monthly
anniversary date, until the right to exercise this option shall have vested
with respect to one hundred percent (100%) of such Shares.  On any scheduled vesting date, vesting
actually will occur only if the Employee has been continuously employed by the
Company or an Affiliate from the Grant Date until such scheduled vesting date,
or the vesting date occurs within three (3) years following the employees
termination of service due to the Employee’s Retirement.  Notwithstanding the foregoing, in the event
of the Employee’s Termination of Service due to death, if the right to exercise
any of the Shares specified in Paragraph 1 had not yet vested, then the right
to exercise such Shares will vest on the date of the Employee’s Termination of
Service.


 


5.                                       Expiration of
Option.  In the event of the Employee’s
Termination of Service for any reason other than Retirement, Disability, death
or for cause, the Employee may, within three (3) months after the date of
such Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option.  In the event of the Employee’s Termination of
Service due to Disability, the Employee may, within one (1) year after the
date of such Termination, or prior to the Expiration Date, whichever shall
first occur, exercise any vested but unexercised portion of this option.  In the event of the Employee’s Termination of
Service due to Retirement, the Employee may, within three (3) years from
the date of such Termination, or prior to the Expiration Date, whichever shall
first occur, exercise any vested but unexercised portion of this option.  In the event of the Employee’s Termination of
Service by the Company for cause (as determined by the Company), the Employee
may not exercise any portion of this option that is unexercised on the date of
such Termination.


 


6.                                       Death of
Employee.  In the event that the
Employee dies while in the employ of the Company and/or an Affiliate or during
the three (3) month, three (3) year or one (1) year periods
referred to in Paragraph 5 above, the Employee’s designated beneficiary, or if
either no beneficiary survives the Employee or the Committee does not permit
beneficiary designations, the administrator or executor of the Employee’s
estate, may, within three (3) years after the date of death, exercise any
vested but unexercised portion of the option. 
Any such transferee must furnish the Company (a) written notice of
his or her status as a transferee, (b) evidence satisfactory to the
Company to establish the validity of the transfer of this option and compliance
with any laws or regulations pertaining to such transfer, and (c) written
acceptance of the terms and conditions of this option as set forth in this
Agreement.


 


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7.                                       Persons
Eligible to Exercise Option.  This
option shall be exercisable during the Employee’s lifetime only by the
Employee.  The option shall not be
transferable by the Employee, except by (a) a valid beneficiary
designation made in a form and manner acceptable to the Committee, or (b) will
or the applicable laws of descent and distribution.


 


8.                                       Exercise of
Option.  This option may be exercised
by the person then entitled to do so as to any Shares which may then be
purchased (a) by giving written notice of exercise to the Secretary of the
Company (or his or her designee), specifying the number of full Shares to be
purchased and accompanied by full payment of the Exercise Price (and the amount
of any income or other taxes the Company determines is required to be withheld
by reason of such exercise), and (b) by giving satisfactory assurances in
writing if requested by the Company, signed by the person exercising the
option, that the Shares to be purchased upon such exercise are being purchased
for investment and not with a view to the distribution thereof.  In the absolute discretion of the Committee,
the person entitled to exercise the option may elect to satisfy the
tax-withholding requirement described in subparagraph (a) above by having
the Company withhold Shares or by delivering to the Company already-owned
Shares.  No partial exercise of this
option may be for less than ten (10) Share lots or multiples thereof.


 


9.                                       Suspension of
Exercisability.  If at any time the
Company shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of the purchase of Shares
hereunder, this option may not be exercised, in whole or in part, unless and
until such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Company.  The Company shall make
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.


 


10.                                 No Rights of
Stockholder.  Neither the Employee
(nor any beneficiary) shall be or have any of the rights or privileges of a
stockholder of the Company in respect of any of the Shares issuable pursuant to
the exercise of this option, 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 beneficiary).


 


11.                                 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.


 


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12.                                 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.


 


13.                                 Option is Not
Transferable.  Except as otherwise
expressly provided herein, this option and the rights and privileges conferred
hereby may not be transferred, pledged, assigned or otherwise 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, pledge, assign,
hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this option and the rights and privileges conferred hereby
immediately shall become null and void.


 


14.                                 Maximum Term of
Option.  Notwithstanding any other
provision of this Agreement except Paragraph 6 above relating to the death of
the Employee (in which case this option is exercisable to the extent set forth
therein), this option is not exercisable after the Expiration Date.


 


15.                                 Binding Agreement.  Subject to the limitation on the
transferability of this option 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.


 


16.                                 Conditions to
Exercise.  The Exercise Price for
this option must be paid in the legal tender of the United States (including,
in the Committee’s sole discretion, by means of a broker-assisted cashless
exercise) or, in the Committee’s sole discretion, in Shares of equivalent
value.  Exercise of this option will not
be permitted until satisfactory arrangements have been made for the payment of
the appropriate amount of withholding taxes (as determined by the Company).  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.


 


17.                                 Plan Governs.  This Agreement is subject to all of the 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 and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.


 


18.                                 Committee Authority.  The Committee shall have all discretion,
power, and authority 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.  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, and shall be given the maximum deference permitted by
law.  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.


 


19.                                 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.


 


20.                                 Captions.  The captions provided herein are for
convenience only and are not to serve as a basis for the interpretation or
construction of this Agreement.


 


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21.                                 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.


 


22.                                 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.


 


23.                                 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.


 


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