Exhibit 10.3


 


VARIAN MEDICAL SYSTEMS, INC.



EMPLOYEE STOCK PURCHASE PLAN


 


(Amended and restated to reflect the July 30, 2004 two-for-one
stock split)


 

















 


TABLE OF CONTENTS


 


	
  Section 1

  	
  PURPOSE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  “1934 Act”

  	
   

  
	
   

  	
  2.2

  	
  “Board”

  	
   

  
	
   

  	
  2.3

  	
  “Code”

  	
   

  
	
   

  	
  2.4

  	
  “Committee”

  	
   

  
	
   

  	
  2.5

  	
  “Common Stock”

  	
   

  
	
   

  	
  2.6

  	
  “Company”

  	
   

  
	
   

  	
  2.7

  	
  “Compensation”

  	
   

  
	
   

  	
  2.8

  	
  “Eligible
  Employee”

  	
   

  
	
   

  	
  2.9

  	
  “Employee”

  	
   

  
	
   

  	
  2.10

  	
  “Employer” or “Employers”

  	
   

  
	
   

  	
  2.11

  	
  “Enrollment
  Date”

  	
   

  
	
   

  	
  2.12

  	
  “Grant Date”

  	
   

  
	
   

  	
  2.13

  	
  “Participant”

  	
   

  
	
   

  	
  2.14

  	
  “Plan”

  	
   

  
	
   

  	
  2.15

  	
  “Purchase Date”

  	
   

  
	
   

  	
  2.16

  	
  “Subsidiary”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3

  	
  SHARES SUBJECT TO THE PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Number
  Available.

  	
   

  
	
   

  	
  3.2

  	
  Adjustments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4

  	
  ENROLLMENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Participation.

  	
   

  
	
   

  	
  4.2

  	
  Payroll Withholding.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5

  	
  OPTIONS TO PURCHASE COMMON STOCK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Grant
  of Option.

  	
   

  
	
   

  	
  5.2

  	
  Duration of Option.

  	
   

  
	
   

  	
  5.3

  	
  Number of Shares Subject to Option.

  	
   

  
	
   

  	
  5.4

  	
  Other Terms and Conditions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6

  	
  PURCHASE OF SHARES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Exercise of Option.

  	
   

  
	
   

  	
  6.2

  	
  Delivery of Shares.

  	
   

  
	
   

  	
  6.3

  	
  Exhaustion of Shares.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7

  	
  WITHDRAWAL

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Withdrawal.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8

  	
  CESSATION OF PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Termination of Status as Eligible Employee.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9

  	
  DESIGNATION OF BENEFICIARY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Designation.

  	
   

  



 

















 


	
   

  	
  9.2

  	
  Changes.

  	
   

  
	
   

  	
  9.3

  	
  Failed Designations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10

  	
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Plan Administrator.

  	
   

  
	
   

  	
  10.2

  	
  Actions by Committee.

  	
   

  
	
   

  	
  10.3

  	
  Powers of Committee.

  	
   

  
	
   

  	
  10.4

  	
  Decisions of Committee.

  	
   

  
	
   

  	
  10.5

  	
  Administrative Expenses.

  	
   

  
	
   

  	
  10.6

  	
  Eligibility to Participate.

  	
   

  
	
   

  	
  10.7

  	
  Indemnification.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11

  	
  AMENDMENT, TERMINATION, AND DURATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Amendment, Suspension, or Termination.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12

  	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Participation by Subsidiaries.

  	
   

  
	
   

  	
  12.2

  	
  Inalienability

  	
   

  
	
   

  	
  12.3

  	
  Severability.

  	
   

  
	
   

  	
  12.4

  	
  Requirements of Law.

  	
   

  
	
   

  	
  12.5

  	
  Compliance with Rule 16b-3.

  	
   

  
	
   

  	
  12.6

  	
  No Enlargement of Employment Rights.

  	
   

  
	
   

  	
  12.7

  	
  Apportionment of Costs and Duties.

  	
   

  
	
   

  	
  12.8

  	
  Construction and Applicable Law.

  	
   

  
	
   

  	
  12.9

  	
  Captions.

  	
   

  
	
   

  	
  12.10

  	
  Duration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTION

  	
   

  	
   

  



 


II

















 


VARIAN MEDICAL SYSTEMS, INC.

EMPLOYEE STOCK PURCHASE PLAN

(as amended and restated to reflect the July 30, 2004 two-for-one stock
split)


 


SECTION 1

PURPOSE


 


Varian Medical
Systems, Inc., a Delaware corporation has established the Varian Medical
Systems, Inc. Employee Stock Purchase Plan in order to provide eligible
employees of the Company and its participating Subsidiaries with the
opportunity to purchase Common Stock through payroll deductions.  The Plan as amended and restated effective
as of April 1, 2001, is intended to qualify as an employee stock purchase
plan under Section 423(b) of the Code.


 


SECTION 2

DEFINITIONS


 


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                                 “Board”
means the Board of Directors of the Company.


 


2.3                                 “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 under such Section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such
Section or regulation.


 


2.4                                 “Committee”
shall mean the committee appointed by the Board to administer the Plan.  Any member of the Committee may resign at
any time by notice in writing mailed or delivered to the Secretary of the
Company.  As of the effective date of
the Plan, the Plan shall be administered by the Organization and Compensation Committee
of the Board.


 


2.5                                 “Common
Stock” means the common stock of the Company.


 


2.6                                 “Company”
means Varian Medical Systems, Inc., a Delaware corporation.


 


2.7                                 “Compensation”
means a Participant’s regular wages. 
The Committee, in its discretion, may (on a uniform and
nondiscriminatory basis) establish a different definition of Compensation prior
to an Enrollment Date for all options to be granted on such Enrollment Date.


 


2.8                                 “Eligible
Employee” means every Employee of an Employer, except (a) any Employee who
immediately after the grant of an option under the Plan, would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any Subsidiary


 


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of the Company
(including stock attributed to such Employee pursuant to Section 424(d) of
the Code), or (b) as provided in the following sentence.  The Committee, in its discretion, from time
to time may, prior to an Enrollment Date for all options to be granted on such
Enrollment Date, determine (on a uniform and nondiscriminatory basis) that an
Employee or class of Employees shall not be an Eligible Employee.


 


2.9                                 “Employee”
means an individual who is a common-law employee of any Employer, whether such
employee is so employed at the time the Plan is adopted or becomes so employed
subsequent to the adoption of the Plan.


 


2.10                           “Employer”
or “Employers” means any one or all of the Company, and those
Subsidiaries which, with the consent of the Board, have adopted the Plan.


 


2.11                           “Enrollment
Date” means such dates as may be determined by the Committee (in its
discretion and on a uniform and nondiscriminatory basis) from time to time.


 


2.12                           “Grant
Date” means any date on which a Participant is granted an option under the
Plan.


 


2.13                           “Participant”
means an Eligible Employee who (a) has become a Participant in the Plan
pursuant to Section 4.1 and (b) has not ceased to be a Participant
pursuant to Section 8 or Section 9.


 


2.14                           “Plan”
means the Varian Medical Systems, Inc. Employee Stock Purchase Plan, as set
forth in this instrument and as hereafter amended from time to time.


 


2.15                           “Purchase
Date” means such dates as may be determined by the Committee (in its
discretion and on a uniform and nondiscriminatory basis) from time to time
prior to an Enrollment Date for all options to be granted on such Enrollment
Date.


 


2.16                           “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.


 


SECTION 3

SHARES SUBJECT TO THE PLAN


 


3.1                                 Number
Available.  In addition to shares of
Common Stock previously reserved by the Company’s Board of Directors for sale
to participants pursuant to the Plan, beginning with the first fiscal year of
the Company beginning after the effective date of the amendment and restatement
of the Plan, 2,700,000 Shares or such lesser amount as determined by the Board
will be added to the Plan.  Shares sold
under the Plan may be newly issued shares or treasury shares.


 


3.2                                 Adjustments.  In the event of any reorganization,
recapitalization, stock split, reverse stock split, stock dividend, combination
of shares, merger, consolidation, offering of rights or other similar change in
the capital structure of the Company, the Board may make


 


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such
adjustment, if any, as it deems appropriate in the number, kind and purchase
price of the shares available for purchase under the Plan and in the maximum
number of shares subject to any option under the Plan.


 


SECTION 4

ENROLLMENT


 


4.1                                 Participation.  Each Eligible Employee may elect to become a
Participant by enrolling or re-enrolling in the Plan effective as of any
Enrollment Date.  In order to enroll, an
Eligible Employee must complete, sign and submit to the Company an enrollment
form in such form, manner and by such deadline as may be specified by the
Committee from time to time (in its discretion and on a nondiscriminatory
basis).  Any Participant whose option
expires and who has not withdrawn from the Plan automatically will be
re-enrolled in the Plan on the Enrollment Date immediately following the
Purchase Date on which his or her option expires.


 


4.2                                 Payroll
Withholding.  On his or her
enrollment form, each Participant must elect to make Plan contributions via
payroll withholding from his or her Compensation.  Pursuant to such procedures as the Committee may specify from
time to time.  A Participant may elect
to have withholding equal to a whole percentage from 1% to 10% (or such lesser,
or greater, percentage that the Committee may establish from time to time for
all options to be granted on any Enrollment Date).  A Participant may elect to increase or decrease his or her rate
of payroll withholding by submitting a new enrollment form in accordance with
such procedures as may be established by the Committee from time to time.  A Participant may stop his or her payroll
withholding by submitting a new enrollment form in accordance with such procedures
as may be established by the Committee from time to time.  In order to be effective as of a specific
date, an enrollment form must be received by the Company no later than the
deadline specified by the Committee, in its discretion and on a nondiscriminatory
basis, from time to time.  Any
Participant who is automatically re-enrolled in the Plan will be deemed to have
elected to continue his or her contributions at the percentage last elected by
the Participant.


 


SECTION 5

OPTIONS TO PURCHASE COMMON STOCK


 


5.1                                 Grant
of Option.  On each Enrollment Date
on which the Participant enrolls or re-enrolls in the Plan, he or she shall be
granted an option to purchase shares of Common Stock.


 


5.2                                 Duration
of Option.  Each option granted
under the Plan shall expire upon the conclusion of the option’s offering period
which will end on the earliest to occur of (a) the completion of the purchase
of shares on the last Purchase Date occurring within 27 months of the Grant
Date of such option, (b) such shorter option period as may be established by
the Committee from time to time prior to an Enrollment Date for all options to
be granted on such Enrollment Date, or (c) the date on which the Participant
ceases to be such for any reason.  Until
otherwise determined by the Committee for all options to be granted on an
Enrollment Date, the period referred to in clause (b) in the preceding sentence
shall mean the period from the applicable Enrollment Date through the last
business day prior to the immediately following Enrollment Date.


 


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5.3                                 Number
of Shares Subject to Option.  The
number of shares available for purchase by each Participant under the option
will be established by the Committee from time to time prior to an Enrollment
Date for all options to be granted on such Enrollment Date.


 


5.4                                 Other
Terms and Conditions.  Each option
shall be subject to the following additional terms and conditions:


 


(a)                                  payment
for shares purchased under the option shall be made only through payroll
withholding under Section 4.2;


 


(b)                                 purchase
of shares upon exercise of the option will be accomplished only in accordance
with Section 6.1;


 


(c)                                  the
price per share under the option will be determined as provided in
Section 6.1; and


 


(d)                                 the
option in all respects shall be subject to such other terms and conditions
(applied on a uniform and nondiscriminatory basis), as the Committee shall
determine from time to time in its discretion.


 


SECTION 6

PURCHASE OF SHARES


 


6.1                                 Exercise
of Option.  Subject to
Section 6.2, on each Purchase Date, the funds then credited to each
Participant’s account shall be used to purchase whole shares of Common
Stock.  Any cash remaining after whole
shares of Common Stock have been purchased shall be carried forward in the
Participant’s account for the purchase of shares on the next Purchase
Date.  The price per Share of the Shares
purchased under any option granted under the Plan shall be eighty-five percent
(85%) of the lower of:


 


(a)                                  the
closing price per Share on the New York Stock Exchange as reported in the
Western Edition of The Wall Street Journal
on the Grant Date for such option; or


 


(b)                                 the
closing price per Share on the New York Stock Exchange as reported in the
Western Edition of The Wall Street Journal
on the Purchase Date.


 


6.2                                 Delivery
of Shares.  As directed by the
Committee in its sole discretion, shares purchased on any Purchase Date shall
be delivered directly to the Participant or to a custodian or broker (if any)
designated by the Committee to hold shares for the benefit of the Participants.  As determined by the Committee from time to
time, such shares shall be delivered as physical certificates or by means of a
book entry system.


 


6.3                                 Exhaustion
of Shares.  If at any time the
shares available under the Plan are over-enrolled, enrollments shall be reduced
proportionately to eliminate the over-enrollment. Such reduction method shall
be “bottom up,” with the result that all option exercises for one share shall
be satisfied first, followed by all exercises for two shares, and so on, until
all available shares have been exhausted. 
Any funds that, due to over-enrollment, cannot be applied to the
purchase of whole shares shall be refunded to the Participants (without
interest thereon).


 


4

















 


SECTION 7

WITHDRAWAL


 


7.1                                 Withdrawal.  A Participant may withdraw from the Plan by
submitting a completed Employee Stock Purchase Plan Authorization form to the
Company.  A withdrawal will be effective
only if it is received by the Company by the deadline specified by the
Committee (in its discretion and on a uniform and nondiscriminatory basis) from
time to time.  When a withdrawal becomes
effective, the Participant’s payroll contributions shall cease and all amounts
then credited to the Participant’s account shall be distributed to him or her
(without interest thereon).


 


SECTION 8

CESSATION OF PARTICIPATION


 


8.1                                 Termination
of Status as Eligible Employee.  A
Participant shall cease to be a Participant immediately upon the cessation of
his or her status as an Eligible Employee (for example, because of his or her
termination of employment from all Employers for any reason).  As soon as practicable after such cessation,
the Participant’s payroll contributions shall cease and all amounts then
credited to the Participant’s account shall be distributed to him or her
(without interest thereon).  If a
Participant is on a Company-approved leave of absence, his or her participation
in the Plan shall continue for so long as he or she remains an Eligible
Employee and has not withdrawn from the Plan pursuant to Section 7.1.


 


SECTION 9

DESIGNATION OF BENEFICIARY


 


9.1                                 Designation.  Each Participant may, pursuant to such
uniform and nondiscriminatory procedures as the Committee may specify from time
to time, designate one or more Beneficiaries to receive any amounts credited to
the Participant’s account at the time of his or her death.  Notwithstanding any contrary provision of
this Section 9, Sections 9.1 and 9.2 shall be operative only after (and
for so long as) the Committee determines (on a uniform and nondiscriminatory
basis) to permit the designation of Beneficiaries.


 


9.2                                 Changes.  A Participant may designate different
Beneficiaries (or may revoke a prior Beneficiary designation) at any time by
delivering a new designation (or revocation of a prior designation) in like
manner.  Any designation or revocation
shall be effective only if it is received by the Committee.  However, when so received, the designation
or revocation shall be effective as of the date the designation or revocation
is executed (whether or not the Participant still is living), but without
prejudice to the Committee on account of any payment made before the change is
recorded.  The last effective
designation received by the Committee shall supersede all prior designations.


 


9.3                                 Failed
Designations.  If a Participant dies
without having effectively designated a Beneficiary, or if no Beneficiary
survives the Participant, the Participant’s Account shall be payable to his or
her estate.


 


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SECTION 10

ADMINISTRATION


 


10.1                           Plan
Administrator.  The Plan shall be
administered by the Committee.  The
Committee shall have the authority to control and manage the operation and
administration of the Plan.


 


10.2                           Actions
by Committee.  Each decision of a
majority of the members of the Committee then in office shall constitute the
final and binding act of the Committee. 
The Committee may act with or without a meeting being called or held and
shall keep minutes of all meetings held and a record of all actions taken by
written consent.


 


10.3                           Powers
of Committee.  The Committee shall
have all powers and discretion necessary or appropriate to supervise the
administration of the Plan and to control its operation in accordance with its
terms, including, but not by way of limitation, the following discretionary
powers:


 


(a)                                  To
interpret and determine the meaning and validity of the provisions of the Plan
and the options and to determine any question arising under, or in connection
with, the administration, operation or validity of the Plan or the options;


 


(b)                                 To
determine any and all considerations affecting the eligibility of any employee
to become a Participant or to remain a Participant in the Plan;


 


(c)                                  To
cause an account or accounts to be maintained for each Participant;


 


(d)                                 To
determine the time or times when, and the number of shares for which, options
shall be granted;


 


(e)                                  To
establish and revise an accounting method or formula for the Plan;


 


(f)                                    To
designate a custodian or broker to receive shares purchased under the Plan and
to determine the manner and form in which shares are to be delivered to the
designated custodian or broker;


 


(g)                                 To
determine the status and rights of Participants and their Beneficiaries or
estates;


 


(h)                                 To
employ such brokers, counsel, agents and advisers, and to obtain such broker,
legal, clerical and other services, as it may deem necessary or appropriate in
carrying out the provisions of the Plan;


 


(i)                                     To
establish, from time to time, rules for the performance of its powers and
duties and for the administration of the Plan;


 


(j)                                     To
adopt such procedures and subplans as are necessary or appropriate to permit
participation in the Plan by employees who are foreign nationals or employed
outside of the United States;


 


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(k)                                  To
delegate to any one or more of its members or to any other person, severally or
jointly, the authority to perform for and on behalf of the Committee one or
more of the functions of the Committee under the Plan.


 


10.4                           Decisions
of Committee.  All actions,
interpretations, and decisions of the Committee shall be conclusive and binding
on all persons, and shall be given the maximum possible deference allowed by
law.


 


10.5                           Administrative
Expenses.  All expenses incurred in
the administration of the Plan by the Committee, or otherwise, including legal
fees and expenses, shall be paid and borne by the Employers, except any stamp
duties or transfer taxes applicable to the purchase of shares may be charged to
the account of each Participant.  Any
brokerage fees for the purchase of shares by a Participant, fees and taxes
(including brokerage fees) for the transfer, sale or resale of shares by a
Participant, or the issuance of physical share certificates, shall be borne
solely by the Participant.


 


10.6                           Eligibility
to Participate.  No member of the
Committee who is also an employee of an Employer shall be excluded from
participating in the Plan if otherwise eligible, but he or she shall not be
entitled, as a member of the Committee, to act or pass upon any matters
pertaining specifically to his or her own account under the Plan.


 


10.7                           Indemnification.  Each of the Employers shall, and hereby
does, indemnify and hold harmless the members of the Committee and the Board,
from and against any and all losses, claims, damages or liabilities (including
attorneys’ fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from the implementation of a duty,
act or decision with respect to the Plan, so long as such duty, act or decision
does not involve gross negligence or willful misconduct on the part of any such
individual.


 


SECTION 11

AMENDMENT, TERMINATION, AND DURATION


 


11.1                           Amendment,
Suspension, or Termination.  The
Board, in its sole discretion, may amend, suspend or terminate the Plan, or any
part thereof, at any time and for any reason. 
If the Plan is terminated, the Board, in its discretion, may elect to
terminate all outstanding options either immediately or upon completion of the
purchase of shares on the next Purchase Date, or may elect to permit options to
expire in accordance with their terms (and participation to continue through
such expiration dates).  If the options
are terminated prior to expiration, all amounts then credited to Participants’
accounts which have not been used to purchase shares shall be returned to the
Participants (without interest thereon) as soon as administratively
practicable.


 


SECTION 12

GENERAL PROVISIONS


 


12.1                           Participation
by Subsidiaries.  One or more
Subsidiaries of the Company may become participating Employers by adopting the
Plan and obtaining approval for such adoption from the Board.  By adopting the Plan, a Subsidiary shall be
deemed to agree to all of


 


7

















 


its terms,
including (but not limited to) the provisions granting exclusive authority (a)
to the Board to amend the Plan, and (b) to the Committee to administer and
interpret the Plan.  An Employer may
terminate its participation in the Plan at any time.  The liabilities incurred under the Plan to the Participants
employed by each Employer shall be solely the liabilities of that Employer, and
no other Employer shall be liable for benefits accrued by a Participant during
any period when he or she was not employed by such Employer.


 


12.2                           Inalienability  In no event may either a Participant, a
former Participant or his or her Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any right or interest
under the Plan; and such rights and interests shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other
legal process.  Accordingly, for example,
a Participant’s interest in the Plan is not transferable pursuant to a domestic
relations order.


 


12.3                           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.


 


12.4                           Requirements
of Law.  The granting of options and
the issuance of shares shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or securities
exchanges as the Committee may determine are necessary or appropriate.


 


12.5                           Compliance
with Rule 16b-3.  Any transactions
under this Plan with respect to officers (as defined in Rule 16a-1 promulgated
under the 1934 Act) are intended to comply with all applicable conditions of
Rule 16b-3.  To the extent any provision
of the Plan or action by the Committee fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
Committee.  Notwithstanding any contrary
provision of the Plan, if the Committee specifically determines that compliance
with Rule 16b-3 no longer is required, all references in the Plan to Rule 16b-3
shall be null and void.


 


12.6                           No
Enlargement of Employment Rights. 
Neither the establishment or maintenance of the Plan, the granting of
options, the purchase of shares, nor any action of any Employer or the
Committee, shall be held or construed to confer upon any individual any right
to be continued as an employee of the Employer nor, upon dismissal, any right
or interest in any specific assets of the Employers other than as provided in
the Plan.  Each Employer expressly
reserves the right to discharge any employee at any time, with or without
cause.


 


12.7                           Apportionment
of Costs and Duties.  All acts
required of the Employers under the Plan may be performed by the Company for
itself and its Subsidiaries, and the costs of the Plan may be equitably
apportioned by the Committee among the Company and the other Employers.  Whenever an Employer is permitted or
required under the terms of the Plan to do or perform any act, matter or thing,
it shall be done and performed by any officer or employee of the Employers who
is thereunto duly authorized by the Employers.


 


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12.8                           Construction
and Applicable Law.  The Plan is
intended to qualify as an “employee stock purchase plan” within the meaning of
Section 423(b) of the Code.  Any
provision of the Plan which is inconsistent with Section 423(b) of the
Code shall, without further act or amendment by the Company or the Committee,
be reformed to comply with the requirements of Section 423(b).  The provisions of the Plan shall be
construed, administered and enforced in accordance with such Section and
with the laws of the State of California (excluding California’s conflict of
laws provisions).


 


12.9                           Captions.  The captions contained in and the table of
contents prefixed to the Plan are inserted only as a matter of convenience, and
in no way define, limit, enlarge or describe the scope or intent of the Plan
nor in any way shall affect the construction of any provision of the Plan.


 


12.10                     Duration.  The Plan commenced on April 1, 2001,
and subject to Section ll.1 (regarding the Board’s right to amend, suspend
or terminate the Plan), shall remain in effect for ten (10) years thereafter.


 


EXECUTION


 


IN WITNESS
WHEREOF, Varian Medical Systems, Inc., by its duly authorized officer, has
executed this Plan.


 


 


	
   

  	
  VARIAN MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:  July 30, 2004

  	
  By 

  	
  /s/ Joseph B. Phair

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph B.
  Phair

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Administration,

  General Counsel & Secretary

  	
   

  
						



 


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