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                                                                  EXHIBIT 10.21

                DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS
                     BETWEEN VARIAN S.P.A. AND SERGIO PIRAS

         Sergio Piras, Vice President, Vacuum Technologies, is employed by and
serves as Managing Director of Registrant's wholly-owned subsidiary Varian
S.p.A., an Italian corporation, at its facility in Torino, Italy. Due to his
position with Varian S.p.A., Mr. Piras is classified as a manager - a
"dirigenti" - along with 12 other managers at Varian S.p.A., all of whom are
subject to the National Collective Agreement for Industrial Dirigenti (the
"Collective Agreement"). The Collective Agreement is a union agreement that
mandates certain compensatory arrangements and benefits for dirigenti working
for industrial companies in Italy, which arrangements and benefits may be
different from what is provided to non-dirigenti employees.

         One of those compensatory arrangements mandated by the Collective
Agreement is a Supplementary Retirement Plan for Dirigenti in the Industrial
Sector (the "PREVINDAI Plan"). Attached to this Exhibit 10.21 is a translation
from Italian of the PREVINDAI Plan Rules. Mr. Piras participates in the
PREVINDAI Plan.

         The Collective Agreement also mandates certain medical, disability and
life insurance benefits for member dirigenti, including Mr. Piras. These
benefits are (1) private group medical insurance that reimburses Mr. Piras for
approximately 60% of the costs of private medical care incurred by him or his
dependants, subject to certain maximum reimbursements, with Mr. Piras paying a
portion of the premium for this coverage; (2) accidental death or disability
insurance that would provide amounts equal to five times annual base salary in
the event of death and six times annual base salary in the event of total
permanent disability; and (c) life insurance that would provide 280,000,000
Italian lira in the event of death or total permanent disability.

         Mr. Piras is also provided supplemental group medical insurance that
reimburses him for costs of private medical care incurred by him or his
dependants to the extent not reimbursed under basic group medical insurance, and
supplemental life insurance that would provide 30,000,000 Italian lira in the
event of death or total permanent disability.


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                              PREVINDAI PLAN RULES

                              - NOVEMBER 5, 1997 -

ART. 1 - GENERAL RULES

1.       This document summarizes the rules of the Supplementary
         Retirement Plan for the Executives in the Industrial Sector
         (PREVINDAI). The Fund, hereinafter named "The Fund", has been set up
         based on the Union Agreement October 3, 1989 and made compliant with
         the provisions of the DL 21 April 1993 n. 124 and following amendments,
         hereinafter named "The Decree" and the following agreements between the
         parties who have undersigned it. It is adopted based on the provisions
         of Art. 10 of the Articles of Association of the Fund.

2.       The rules of this Plan apply to the members described in
         Section 4, paragraph 2 of the Articles of Association ("Old members")
         or in Section 4, paragraph 3 of the same Articles ("New members").

ART. 2 - JOINING

1.       The enrollment of new participants ("New members") is made
         through the Employer filling in some special forms made available by
         the Fund or a document that is considered by the Fund as equivalent.

2.       The  adhesion  produces  consequences  also with  respect to what is
         stated in  Section  4,  paragraph  4 of the  Articles  of
         Association.

ART. 3 - COMMUNICATIONS

1.       In case of hire or appointment of an executive as "Old member",
         the industrial companies and the other organizations mentioned in
         Section 4, paragraph 1 of the Articles of Association have to
         communicate the private data of the participant and those regarding the
         participation to the previous supplementary plan, if different from
         PREVINDAI.

2.       In case of hire or appointment of an executive who, as of 27
         April 1993 was not enrolled in any supplementary plan or left a plan
         after this date, the industrial companies and the other organizations
         mentioned in Section 4, paragraph 1 of the Articles of Association have
         to communicate - in case of adhesion to the Fund - the relevant private
         data. The request of the adhesion foreseen by Section 3, paragraph 4 of
         the Decree, if not collected earlier by the Fund, is in any case
         requested.




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3.       The above mentioned communications have to be made in
         compliance with the rules set by the Board of Directors together with
         the additional information that might be requested by the same Board.

4.       The companies have to communicate the termination of the employment
         with any employee enrolled in the Fund.

ART. 4 - PAYMENT OF CONTRIBUTIONS

1.       The payment of contributions to the Fund, as set in Art. 13 of
         the Articles of Association, inclusive of a share of or the entire TFR
         accrual foreseen by the laws regulating supplementary pension plans
         have to be made every three months. Also the employee contribution has
         to be made with the same frequency by the 20th day of the month
         following the end of the quarter during which the contributions are
         withdrawn on the pay slip except for the case of coincidence with
         Saturday or any other holiday. In this case it is deferred to the first
         working day immediately following that day. The quarters begin with the
         first day of the months of January, April, July and October.

2.       At the moment of payment of contributions the company has to
         transmit to the Fund or to the subject appointed by it a list of
         employees showing the contributions of each executive and any other
         element necessary, with specific indication of the TFR accruals paid to
         the Plan.

3.       The rules regarding the payment of  contributions  and the transfer of
         the information  concerning the participants are set by the Board
         of Directors.

4.       In case if bankruptcy, liquidation and similar procedures and
         in any case the credit is considered as doubtful the Board of the Fund
         authorise the manager making a specific request o pay also the
         employer's contributions together with the interests due for the delay.
         In this case the manager replaces the Fund in the quality of creditor
         of the company as set by Art. 1201 of the Civil Code, except for what
         is stated in the DL 80/92.

ART. 5 - SUSPENSION OF PAYMENTS

During the waiting period of the employment the contributions are only due for
the periods during which the remuneration is paid.

ART. 6 - TRANSFER OF CONTRIBUTIONS FROM ANOTHER FUND

In case a manager is hired from a company for which an initiative, a Cassa or a
Fund described in Art. 4 of the Articles of Association from which the transfer
of funds is allowed or in any other case Art. 10 of the Decree authorises the
transfer of funds, the

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Fund - upon request of a participant - will acquire the pension position matured
by the executive and will provide the benefits in line with the Plan Rules.

ART. 7 - ASSETS MANAGEMENT

1.       The assets management could be done through financial arrangements,
         insurance contracts or a mix of the two.

2.       The  alternatives  available  and the  record of the  contributions
         paid and the  funds  transferred,  with  reference  to the  individual
         accounts,   will  be  made  and  publicised  in  accordance  with  the
         provisions of the contracts mentioned in the previous paragraph.

3.       In case of insurance contracts the payment of premiums to the
         insurer will be made in accordance with the terms of the policy after
         the last day of the month in which the contributions are made available
         to the Fund.

4.       The terms of the payment to the  insurers  and the  transfer of funds
         to the Fund managers are established by the Board of Directors.

ART. 8 - TERMINATION OF EMPLOYMENT

1.       In case of termination of employment for reasons different from
         death and permanent disability before the entitlement to the retirement
         according to the provisions of law, the executive can keep in the Fund
         the contributions made and will be entitled to the performance
         according to the conditions set by the Articles of Association and from
         the Plan rules at the moment these requirement mature, not later, in
         any case, than age 65 and - for the "New members" - to the
         participation in the Plan for a minimum period of five years.

2.       In case the position mentioned in the previous paragraph is
         kept for more than two years the Board of Director can impose the
         payment of an administration fee.

ART. 9 - TRANSFER OF CONTRIBUTIONS TO ANOTHER FUND

1.       In case the participation requirements lapse the participant
         can transfer his/her position in line with the provisions of Art. 10,
         paragraph 1, letter a) of the Decree. Always in this case the transfer
         foreseen by Art. 10, paragraph 1, letter b) of the Decree is allowed in
         case the requirement of letter a) do not recur or - in alternative to
         this option - only after the period of time set in paragraph 2 in case
         of transfer to a initiative, Cassa or Fund foreseen by Art. 4 of the
         Articles of Association.

2.       In case the conditions set in the previous paragraph do not recur the
         executive can transfer the Fund to another fund provided that seven
         years of seniority with


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         PREVINDAI have been matured including, for a maximum of five years, the
         seniority deriving from other transfers made in line with Art. 6 of
         these Plan Rules. Subject to the continuation with the plan, the
         transfer is allowed from January 1st 2000.

3.       In all these cases PREVINDAI has to satisfy the request within
         five months from the exercise of the option, defining the position to
         be transferred with correct financial and actuarial criteria.

ART. 10 - SURRENDER

In case the continuation of the participation is not possible any more and the
members are not allowed to transfer the position according to Art. 10 c. 1,
letter a) of the Decree within one year, the executive - not retired nor pension
eligible - can withdraw the contributions in line with the provisions of Art.
10, paragraph 1, letter c) of the same Decree. In this case the executive has to
submit a request stating that there is no involvement in any other supplementary
plan. The possibility or surrender is allowed immediately:

o    To the executive maturing the right to the compulsory retirement
     and actually retiring without having matured the right to the supplementary
     pension;

o    To the beneficiaries mentioned in Art. 10, paragraph 3 of the Decree in
     case of death of the executive.

ART. 11 - REQUEST FOR THE BENEFIT

1.       The executive having terminated his employment and having
         matured the right to retire and has submitted his/her request to
         retire, has to submit the request to the Fund to have access to the
         benefit. The same request has to be submitted by the survived
         beneficiaries.

2.       The executive has to specify in the request whether he intends
         to transform the annuity into a capital and if he desires also a spouse
         pension entitlement, appointing at the same time the beneficiaries in
         line with the provisions of Art 16 of the Articles of Association for
         the "New members".

3.       The benefit will be liquidated within the time frame set by the
         Board of Directors of the Fund. On the basis of specific needs the
         Board could establish some special provisions including the extension
         of the time frame from the date of the last contribution to the Fund.

4.       The Board will also establish the deadline for submitting the request
         of benefits and the forms, the terms and the conditions for the
         liquidation of the benefit.



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ART. 12 - BENEFICIARIES

The beneficiary of the survivor' paragraph 3 of the Articles of Association is
the person appointed by the executive with the request of the benefit in line
with Art. 11 of the Plan Rules.

ART. 13 - ADVANCES

In order to benefit from the advances set by Art. 7, paragraph 4 of the Decree
the executive has to present a request with the requested documents (in case of
request for medical expenses), or the notorial deed (in case of purchase of the
first home for himself or the sons). In the first case the advance will be
provided within three months; in the second case within six months.

ART. 14 - MORTGAGES

No pledges are allowed in relation to the rights associated to the participation
to the Plan.

ART. 15 - FINAL PROVISIONS

These Plan Rules are implemented with immediate effect except for what regards
the situations already defined at the date of the implementation.

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