Common use of PAYMENTS AND BENEFITS UPON TERMINATION Clause in Contracts

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's Base Salary, ; (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, ; and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive's employment through the date of termination of employment (the "Separation Date"); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the "Severance Benefits"), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five the period of twelve (512) business days months following the date Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of terminationsalary continuation, a lump sum severance payment equal to 2.50 multiplied by payable in accordance with the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any normal payroll practices of the three fiscal years ending prior Company for its executives, with the first payment, which shall be retroactive to the date of termination under day immediately following the Separation Date, being due and payable on the Company's Management Incentive Plan next regular payday for executives that follows the expiration of sixty (the "MIP"60) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to calendar days from the date of termination under the MIPExecutive's employment terminates. (ii) The the Company shall will pay to Employee as compensation the Executive a pro-rata bonus for services renderedthe fiscal year in which the Separation Date occurs, no later than five (5) business days determined following the date end of terminationthe fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company's Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company's Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a lump sum payment equal to a pro rata portion (based on fraction, the numerator of which is the number of days elapsed the Executive was employed during the fiscal year and/or other bonus performance period in which the termination occurs) Separation Date occurs and the denominator of Employee's target bonus under which is 365 (the MIP for “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the fiscal time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year and for any other partially completed bonus performance period following the year in which the termination Separation Date occurs. (iii) All waiting periods provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) twelve (12) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the exercise health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the first day of each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any stock options granted additional tax on the Executive, the Company will pay to Employee the Executive each such month, within ten (10) days after the first day of such month, an additional amount, as determined by the Company, equal to the federal, state and all conditions or restrictions local income taxes that the Executive is reasonably expected to be obligated to pay as a result of any restricted stock granted to Employee shall terminate, and all such options the payments of the monthly premiums described above. No additional amount shall be exercisable paid to the Executive pursuant to the preceding sentence in full according the event that the amount of the federal, state and local income taxes that the Executive ultimately owes to their termsthe relevant taxing authority is greater than the amount paid to the Executive pursuant to the preceding sentence. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, and the restricted stock Executive shall be transferred to Employee as soon as reasonably practicable thereafterinform the Company within ten (10) days of such occurrence. (iv) Employee's participation for the twelve (12) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the date Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of termination Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the lifeform of salary continuation, medical/dental/vision and disability insurance plans and financial/tax counseling plan payable in accordance with the normal payroll practices of the Company shall be continued on for its executives; (ii) subject to the same terms (including any cost sharingconditions set forth in Section 4(b)(iii) as if Employee were an employee above having initially been satisfied, in the event that, following the expiration of the Company twelve (or equivalent benefits provided12) until month anniversary of such Qualifying Termination, the earlier Executive has not yet become eligible for coverage under the health and/or dental plans of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four another employer, within ten (2410) months days after the date first day of termination; each such month, the Company will, for an additional six (6) month period, pay to the Executive each month within the period set forth above an amount equal to the COBRA Amount, provided, however, that for the period until the eighteen (18) month anniversary of such Qualifying Termination, to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month, Employee shall no longer any Additional Amount that may be entitled due with respect to receive Company-paid executive physicals such payments. Upon the eighteen (18) anniversary of the Qualifying Termination, if the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, upon expiration if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to COBRA Amount, as calculated at the end of the applicable membershipseighteen (18) month period following the Qualifying Termination, Company- paid airline membershipstogether with any Additional Amount that may be due to the Executive with respect to such payments. In the event Employee that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before the expiration of the period during which inform the Company is required to continue Employee's participation in within ten (10) days of such insurance plansoccurrence; and (iii) following a Qualifying Termination, the participation Company shall, in addition to providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twelve (12) months, shall provide for such payment for an additional period of Employee's surviving spouse and family twelve (12) months, which payments shall be made in accordance with the Company's insurance plans shall continue throughout such period. (vterms set forth in Section 4(b)(iv) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan”), and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (vii) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (viii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 1.5 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (xi) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (xii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 [INSERT MULTIPLE] multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s annual incentive plan (the “AIP”) and (y) the average annual bonus that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (AIP or the "MIP") or Varian Associates, Inc.'s Management Incentive Plan. Notwithstanding the foregoing, and if Employee has not completed at least three (C3) full fiscal years of service with the highest cash Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for a performance period the number of more than one fiscal year that was paid to Employee in any of the three full fiscal years ending prior to the date of termination under the MIPEmployee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP AIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after [ ], or (y) on the originally scheduled vesting dates for awards first outstanding as of [ ]. (iv) Employee's participation If Employee is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, the Company will pay, as of and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for Employee and his or her eligible dependents from the date of Employee’s termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier earliest of Employee's commencement (i) the end of substantially equivalent full-time employment with a new employer 18 months or twenty-four (24ii) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of Employee’s eligibility for the period during which continuation coverage under COBRA. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums is required likely to continue Employee's participation result in such insurance plansa violation of the nondiscrimination rules of Section 105(h) of the Code or any other statute or regulation (including, without limitation, the participation 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Employee, no later than five (5) business days following the Release Deadline, a fully taxable cash payment equal to eighteen (18) months of COBRA premiums for Employee and his or her eligible dependents, subject to applicable tax withholdings and deductions. Any insurance premiums that are paid by the Company will not include any amounts payable by Employee under a health care reimbursement plan that qualifies under Section 125 of the Code, which amounts, if any, are the sole responsibility of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum and any amounts not subject to such deferral shall be paid at their regularly scheduled time. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in a form reasonably acceptable to the Company (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. (c) The Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing a release in the form attached as Exhibit A (the “Release”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until the period for revoking the Release has expired and the Release is effective.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee within five (5) business following the Release Deadline. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan”), and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (vii) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (viii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen three (183) months years after a Change in ControlControl of the Company, there occurs a termination of employment of the Executive with the Company terminates Employee's employment or a Subsidiary, other than a termination of employment which is (i) due to the Executive's death after the Window Period or Retirement other than Early Retirement during the Window Period; or (ii) by the Company or a Subsidiary by reason of Employeethe Executive's death, Disability, Retirement Disability or for Cause, ; or if Employee terminates Employee's employment (iii) by the Executive other than for Good Reason, then then, and expressly on the Employee shall condition that the Company or Subsidiary employing the Executive receive on the Date of Termination a Release, Covenant Not to Xxx, Non-Disclosure and Non-Solicitation Agreement executed by the Executive (or the Executive's legal representative, in the event of the death or Disability of the Executive), in the form set forth in Exhibit A to this Agreement (the "Release Agreement"), and that such Release Agreement be entitled to the following payments and benefitseffective: (ia) The Company shall or a Subsidiary will pay to Employee the Executive as compensation for services rendered, no later than five (5) business days promptly following the effective date of terminationthe Release Agreement, a lump sum severance payment cash amount (subject to any applicable payroll or other taxes required to be withheld computed at the rate for supplemental payments) equal to 2.50 multiplied by (X) the sum of (Ai) Employeethree (3) times the Executive's Base Salary, plus (ii) three (3) times the Executive's Bonus Amount, less (Y) the aggregate lump sum cash severance amount in respect of base salary and bonus pursuant to subparagraphs 5(a)(i) and (v) of the Company's Executive Severance Plan (or any successor provision) payable to the Executive upon termination of employment, delivery by the Executive of the Release, Covenant Not to Xxx, Non-Disclosure and Non-Solicitation Agreement referred to therein, and the expiration of all periods during which the Executive may revoke any release of claims in such agreement. (b) The Executive will be entitled to receive "Special Retirement Benefits" as provided herein, so that the total retirement benefits the Executive receives from the Company will approximate the total retirement benefits the Executive would have received under all defined benefit retirement plans (which may include non-qualified, supplemental and excess benefits retirement plans but shall not include severance plans) and other employment contracts of the Company and its Subsidiaries in which the Executive participates were the Executive fully vested under such retirement plans and entitled to all benefits payable under such other employment contracts and had the Executive continued in the employ of the Company or a Subsidiary for one hundred twenty (120) months following the Date of Termination or until the Executive's Normal Retirement Date, if earlier (provided that such additional period shall be inclusive of and shall not be in addition to any period of service credited under any severance plan of the Company or a Subsidiary). The benefits specified in this subparagraph will include all ancillary benefits, such as early retirement and survivor rights. The amount payable to the Executive or the Executive's beneficiaries under this subparagraph shall equal the excess of (1) the retirement benefits that would be paid to the Executive or the Executive's beneficiaries, under all retirement plans and other employment contracts of the Company and its Subsidiaries in which the Executive participates if (A) the Executive were fully vested under such plans and entitled to all benefits payable under such other employment contracts, (B) the highest annual bonus that was paid to Employee in any one hundred twenty (120) month period (or the period until the Executive's Normal Retirement Date, if less) following the Date of the three fiscal years ending prior Termination were added to the date of termination Executive's credited service under the Company's Management Incentive Plan (the "MIP") or Varian Associatessuch plans and contracts, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance terms of such plans and the policies and procedures by which such plans were administered were those most favorable to the Executive which were in effect at any time during the period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending commencing twelve (12) months prior to the date Change of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following Control and ending on the date of terminationNotice of Termination, a lump sum payment equal to a pro rata portion and (based on D) the number of days elapsed during the fiscal year and/or Executive's highest average annual base salary as defined under such retirement plans and other employment contracts and any cash bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise terms of any stock options granted such plan or contract is used to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) calculate benefits thereunder were calculated as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans Executive had been employed by the Company or a Subsidiary for a one hundred and twenty (120) month period (or the period until the Executive's Normal Retirement Date, if earlier) following the Date of Termination and had the Executive's salary and cash bonus during such period been equal to Employee the Executive's Base Salary and Employee hereby agrees and consents to such right on the part of the Company.Bonus Amount; over

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; providedPROVIDED, howeverHOWEVER, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen twenty-four (1824) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 two (2) multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus under the Company's annual bonus plan (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) or (y) the average annual bonus that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination under date, then the Company's Management Incentive Plan amount determined in (y) above, shall be based on the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash average annual bonus for a performance period the number of more than one fiscal year that was paid to Employee in any of the three full fiscal years ending prior to the date of termination under the MIPEmployee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP Company’s annual bonus plan for the fiscal year in which the termination occurs (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) and under any other applicable Company bonus plan for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options awards shall be fully vested and, if applicable, exercisable in full according to their terms. Any such awards that are subject to performance conditions shall fully vest (and, if applicable, be fully exercisable) in each case with respect to the target number of shares covered by the applicable award. In addition, all restricted stock units granted to Employee shall fully vest, and the restricted stock underlying such units shall be transferred to Employee (x) except in the case of a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control, within five (5) business days following the Release Deadline with respect to awards granted after March 1, 2019 or (y) on the originally scheduled vesting dates, in the case of (1) a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control or (2) awards outstanding as soon as reasonably practicable thereafterof March 1, 2019. Any performance-based restricted stock units held by Employee shall be governed by the terms of the applicable grant agreement. In the event that an award subject to performance conditions is not assumed or substituted in connection with a Change in Control, and the plan or agreement under which the award is granted provides for full vesting of such award in the event of such non-assumption or non-substitution, such awards will vest with respect to the target number of shares covered by the applicable award. (iv) Employee's participation as of the date of termination in the lifeIf Employee properly elects and maintains COBRA coverage, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on provide payment of Employee’s COBRA premiums for up to eighteen (18) months in a method as determined by the same terms (including any cost sharing) as if Employee were an employee Company that is exempt from Section 409A of the Company (or equivalent benefits provided) until Code. This payment may be taxable income to the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled and subject to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such periodtax withholding. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Wxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change To the extent provided in ControlSections 4 and 5 hereof, the Company terminates Employee's employment other than by reason upon termination of Employee's deathhis employment, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to receive the following payments and benefits: (ia) The Company shall pay to Employee as compensation for services rendered, no later than five on the Termination Date (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (Bi) the highest annual bonus that was paid to full base salary earned by Employee in through the Termination Date and unpaid at the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts earned by Employee and unpaid as of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIPTermination Date. (iib) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following on the date of termination, Termination Date a lump sum payment cash amount equal to a pro rata portion Employee's monthly salary at the highest rate in effect at any time between the date hereof and the Termination Date multiplied by the greater of (based on i) twelve or (ii) the number of days elapsed during months remaining until the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occursCompletion Date (as hereinafter defined), including partial months. (iiic) All waiting periods The Company shall maintain in full force and effect for Employee's continued benefit until the exercise earlier of any stock options granted to Employee and (i) the Completion Date or twelve months from the Termination Date, whichever is later, or (ii) Employee's similar coverage by a new employer, all conditions or restrictions of any restricted stock granted to Employee shall terminatelife insurance, medical, dental, and all disability plans, programs or arrangements in which Employee was entitled to participate immediately prior to the Termination Date, provided that Employee's continued participation is possible under the terms and provisions of such options plans, programs or arrangements. In the event that Employee's participation in any such plan, program or arrangement is barred by the terms thereof, the Company shall arrange to provide Employee with benefits substantially similar to those which Employee would otherwise be exercisable in full according entitled to their termsreceive under such plans, and programs or arrangements. Any continuation of benefits under this Section 6(c) shall not be counted towards the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafterbenefits extension period mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985. (ivd) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the The Company shall be continued on pay to Employee (or his beneficiary upon his death) the same terms excess, if any, of (including i) the benefit Employee (or his beneficiary, as the case may be) would have been entitled to receive under the Edison Brothers Stores Pension Plan and any cost sharingsupplemental pension plan or any successor or similar plans then in effect (collectively the "Plan") as if Employee were had he remained an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with the Completion Date or his death at a new employer or twenty-four (24) months after salary at the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation highest rate of Employee's surviving spouse compensation in effect during the twelve months immediately preceding the Termination Date, over (ii) the benefit actually payable to Employee (or his beneficiary, as the case may be) under the Plan. Such excess benefit shall be determined in accordance with the provisions, rules and family in assumptions of the Plan but shall be actually paid from the general assets of the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect shall not be required to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by mitigate the amount of any due and unpaid principal and interest on payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any loans payment provided for in this Section 6 be reduced by any compensation or other amounts paid to or earned by Employee as the Company to Employee and Employee hereby agrees and consents to such right on result of employment by another employer after the part of the CompanyTermination Date or otherwise.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan”), and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (vii) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (viii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 [INSERT MULTIPLE] multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus under the Company's annual incentive plan (the “AIP”) and (y) the average annual bonus that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (AIP or the "MIP") or Varian Associates, Inc.'s Varex Management Incentive Plan. Notwithstanding the foregoing, and if Employee has not completed at least three (C3) full fiscal years of service with the highest cash Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for a performance period the number of more than one fiscal year that was paid to Employee in any of the three full fiscal years ending prior to the date of termination under the MIPEmployee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP AIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as . In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company stock underlying such units shall be continued on transferred to Employee within five (5) business days following the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationRelease Deadline; provided, however, that after with respect to restricted stock units subject to Section 409A of the Code, the stock underlying such units shall be transferred to Employee on the originally scheduled payment dates for such units but only to the extent required to avoid adverse tax consequences under Section 409A of the Code. (iv) If Employee is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, the Company will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue the COBRA coverage for Employee and his or her eligible dependents from the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration Employee’s termination until the earliest of (i) the applicable memberships, Company- paid airline memberships. In the event Employee shall die before end of 18 months or (ii) the expiration of Employee’s eligibility for the period during which continuation coverage under COBRA. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums is required likely to continue Employee's participation result in such insurance plansa violation of the nondiscrimination rules of Section 105(h) of the Code or any other statute or regulation (including, without limitation, the participation 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Employee, no later than five (5) business days following the Release Deadline, a fully taxable cash payment equal to eighteen (18) months of COBRA premiums for Employee and his or her eligible dependents, subject to applicable tax withholdings and deductions. Any insurance premiums that are paid by the Company will not include any amounts payable by Employee under a health care reimbursement plan that qualifies under Section 125 of the Code, which amounts, if any, are the sole responsibility of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) This Agreement and the compensation and benefit paid to Employee hereunder are intended to be exempt from, or to comply with, Section 409A of the Code to the maximum extent possible, and this Agreement shall be interpreted and construed consistent with such intent. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum and any amounts not subject to such deferral shall be paid at their regularly scheduled time. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached hereto as Exhibit A (which form may be adjusted to reflect developments in law or jurisdiction-specific considerations) (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change To the extent provided in ControlSections 5 and 6 hereof, the Company terminates Employee's employment other than by reason upon termination of Employee's deathhis employment, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to receive the following payments and benefits: (ia) The Company shall pay to Employee as compensation for services rendered, no later than five on the Termination Date (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (Bi) the highest annual bonus that was paid to full base salary earned by Employee in through the Termination Date and unpaid at the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts earned by Employee and unpaid as of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIPTermination Date. (iib) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following on the date of termination, Termination Date a lump sum payment cash amount equal to a pro rata portion Employee's monthly salary at the highest rate in effect at any time between the Commencement Date and the Termination Date multiplied by the greater of (based on i) twelve or (ii) the number of days elapsed during months remaining until the fiscal year and/or other bonus performance period in which Completion Date (as hereinafter defined), including partial months. (c) The Company shall pay to Employee on the termination occurs) Termination Date a lump sum cash amount equal to 1/12 of Employee's target bonus for the then-current fiscal year under the MIP for Company's Executive Performance- Based Bonus Plan (or any replacement or successor plan then in effect), multiplied by the fiscal year and for any other partially completed bonus performance period in which greater of (i) twelve or (ii) the termination occursnumber of months (including partial months) remaining until the Completion Date. (iiid) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee The Company shall terminate, and all such options shall be exercisable maintain in full according to their terms, force and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) effect for Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) benefit until the earlier of (i) the Completion Date or twelve months from the Termination Date, whichever is later, or (ii) Employee's commencement of substantially equivalent full-time employment with similar coverage by a new employer employer, all life insurance, medical, dental, and disability plans, programs or twenty-four (24) months after arrangements in which Employee was entitled to participate immediately prior to the date Termination Date, provided that Employee's continued participation is possible under the terms and provisions of termination; providedsuch plans, howeverprograms or arrangements. In the event that Employee's participation in any such plan, that after program or arrangement is barred by the date of terminationterms thereof, the Company shall arrange to provide Employee shall no longer with benefits substantially similar to those which Employee would otherwise be entitled to receive Company-paid executive physicals orunder such plans, upon expiration programs or arrangements. Any continuation of benefits under this Section 7(d) shall not be counted towards the applicable memberships, Company- paid airline membershipsbenefits extension period mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985. In the event Employee shall die before the expiration of the period during which the Company is not be required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by mitigate the amount of any due and unpaid principal and interest on payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any loans payment provided for in this Section 7 be reduced by any compensation or other amounts paid to or earned by Employee as the Company to Employee and Employee hereby agrees and consents to such right on result of employment by another employer after the part of the CompanyTermination Date or otherwise.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive's employment through the date of termination of employment (the "Separation Date"); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the "Severance Benefits"), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five the period of twelve (512) business days months following the date Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of terminationsalary continuation, a lump sum severance payment equal to 2.50 multiplied by payable in accordance with the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any normal payroll practices of the three fiscal years ending prior Company for its executives, with the first payment, which shall be retroactive to the date of termination under day immediately following the Separation Date, being due and payable on the Company's Management Incentive Plan next regular payday for executives that follows the expiration of sixty (the "MIP"60) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to calendar days from the date of termination under the MIPExecutive's employment terminates. (ii) The the Company shall will pay to Employee as compensation the Executive a pro-rata bonus for services renderedthe fiscal year in which the Separation Date occurs, no later than five (5) business days determined following the date end of terminationthe fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company's Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company's Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a lump sum payment equal to a pro rata portion (based on fraction, the numerator of which is the number of days elapsed the Executive was employed during the fiscal year and/or other bonus performance period in which the termination occurs) Separation Date occurs and the denominator of Employee's target bonus under which is 365 (the MIP for “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the fiscal time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year and for any other partially completed bonus performance period following the year in which the termination Separation Date occurs. (iii) All waiting periods provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) twelve (12) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the exercise health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the first day of each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Internal Revenue Code of 1986, as amended (“Code”) or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any stock options granted additional tax on the Executive, the Company will pay to Employee the Executive each such month, within ten (10) days after the first day of such month, an additional amount, as determined by the Company, equal to the federal, state and all conditions or restrictions local income taxes that the Executive is reasonably expected to be obligated to pay as a result of any restricted stock granted to Employee shall terminate, and all such options the payments of the monthly premiums described above. No additional amount shall be exercisable paid to the Executive pursuant to the preceding sentence in full according the event that the amount of the federal, state and local income taxes that the Executive ultimately owes to their termsthe relevant taxing authority is greater than the amount paid to the Executive pursuant to the preceding sentence. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, and the restricted stock Executive shall be transferred to Employee as soon as reasonably practicable thereafterinform the Company within ten (10) days of such occurrence. (iv) Employee's participation for the twelve (12) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the date Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of termination Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the lifeform of salary continuation, medical/dental/vision and disability insurance plans and financial/tax counseling plan payable in accordance with the normal payroll practices of the Company shall be continued on for its executives; (ii) subject to the same terms (including any cost sharingconditions set forth in Section 4(b)(iii) as if Employee were an employee above having initially been satisfied, in the event that, following the expiration of the Company twelve (or equivalent benefits provided12) until month anniversary of such Qualifying Termination, the earlier Executive has not yet become eligible for coverage under the health and/or dental plans of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four another employer, within ten (2410) months days after the date first day of termination; each such month, the Company will, for an additional six (6) month period, pay to the Executive each month within the period set forth above an amount equal to the COBRA Amount, provided, however, that for the period until the eighteen (18) month anniversary of such Qualifying Termination, to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month, Employee shall no longer any Additional Amount that may be entitled due with respect to receive Company-paid executive physicals such payments. Upon the eighteen (18) anniversary of the Qualifying Termination, if the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, upon expiration if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to COBRA Amount, as calculated at the end of the applicable membershipseighteen (18) month period following the Qualifying Termination, Company- paid airline membershipstogether with any Additional Amount that may be due to the Executive with respect to such payments. In the event Employee that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before the expiration of the period during which inform the Company is required to continue Employee's participation in within ten (10) days of such insurance plansoccurrence; and (iii) following a Qualifying Termination, the participation Company shall, in addition to providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twelve (12) months, shall provide for such payment for an additional period of Employee's surviving spouse and family twelve (12) months, which payments shall be made in accordance with the Company's insurance plans shall continue throughout such period. (vterms set forth in Section 4(b)(iv) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee within five (5) business following the Release Deadline. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen twenty-four (1824) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 two and one-half (2.5) multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus under the Company's annual bonus plan (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) or (y) the average annual bonus that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination under date, then the Company's Management Incentive Plan amount determined in (y) above, shall be based on the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash average annual bonus for a performance period the number of more than one fiscal year that was paid to Employee in any of the three full fiscal years ending prior to the date of termination under the MIPEmployee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP Company’s annual bonus plan for the fiscal year in which the termination occurs (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) and under any other applicable Company bonus plan for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options awards shall be fully vested and, if applicable, exercisable in full according to their terms. Any such awards that are subject to performance conditions shall fully vest (and, if applicable, be fully exercisable) in each case with respect to the target number of shares covered by the applicable award. In addition, all restricted stock units granted to Employee shall fully vest, and the restricted stock underlying such units shall be transferred to Employee (x) except in the case of a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control, within five (5) business days following the Release Deadline with respect to awards granted after October 1, 2011 or (y) on the originally scheduled vesting dates, in the case of (1) a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control or (2) awards outstanding as soon as reasonably practicable thereafterof October 1, 2011. Any performance-based restricted stock units held by Employee shall be governed by the terms of the applicable grant agreement. In the event that an award subject to performance conditions is not assumed or substituted in connection with a Change in Control, and the plan or agreement under which the award is granted provides for full vesting of such award in the event of such non-assumption or non-substitution, such awards will vest with respect to the target number of shares covered by the applicable award. (iv) Employee's participation as of the date of termination in the lifeIf Employee properly elects and maintains COBRA coverage, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on provide payment of Employee’s COBRA premiums for up to eighteen (18) months in a method as determined by the same terms (including any cost sharing) as if Employee were an employee Company that is exempt from Section 409A of the Company (or equivalent benefits provided) until Code. This payment may be taxable income to the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled and subject to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such periodtax withholding. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Wxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, Salary and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP Company's Management Incentive Plan (MIP) for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, -------- ------- Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 3.00 multiplied by the sum of of: (A) Employee's Base Salary, ; (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, ; and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 3.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee within five (5) business following the Release Deadline. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (xi) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (xii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. Subject to the next sentence, if the Executive’s employment is terminated as described in subsection (ab) If within eighteen of this section 5, the Company will pay, and otherwise make available, to the Executive the severance benefits, in addition to all earned but unpaid wages, described in paragraphs (18i) months through (v) of this subsection (c). The Company’s obligation to pay, and otherwise make available to, the Executive the severance benefits described in paragraphs (i) through (v) of this subsection (c) is subject to the Company’s receipt of a written release, in form and substance reasonably satisfactory to the Company, executed and delivered by the Executive in which the Executive releases the Company and its affiliates from all claims of, and liabilities and obligations to, the Executive arising out of this Agreement. (i) (A) if termination occurs prior to a Change in Control, an amount equal to three times Base Salary then in effect and (B) if termination occurs on or after a Change in Control, an amount equal to three times the sum of Base Salary plus the Executive’s target bonus potential, in each case then in effect (the amount determined in (A) or (B) the “Severance Payment”); and the Severance Payment will be paid by the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than in a lump sum within five (5) business days following after the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP.; (ii) The Company shall pay To the extent permitted by the 1994 Plan, the 1997 Plan, and the 2004 Plan, immediate vesting of all stock options, performance share awards, and restricted stock awards with the ability to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP exercise stock options for the fiscal year shorter of two years and for any other partially completed bonus performance the original expiration period in which of the termination occurs.option; (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination Participation in the lifeCompany’s health plans, medical/dental/vision with family coverage, during the Executive’s lifetime and disability insurance plans following the Executive’s death for his spouse at the time of death and financial/tax counseling plan children under the age of 21 for one additional year, except that if and during the Company shall be continued on period the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent Executive is engaged in full-time employment with a new employer or twenty-four (24) months after third party not affiliated with the date of termination; provided, however, that after Company providing participation in health plans comparable to the date of termination, Employee shall no longer Company’s health plans the Executive will not be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family participate in the Company's insurance ’s health plans shall continue throughout such period.in accordance with this paragraph (iii); (iv) Reimbursement for the reasonable costs of an appropriate off-site office and one full-time secretary during the balance of the Term (ignoring for this purpose that the Term ends upon termination of the Executive’s employment) or three years, whichever is longer; and (v) Employee may elect upon termination to purchase any automobile then in Associate discount privileges during the possession of Employee and Executive’s lifetime for merchandise purchased from the Company, subject to a lease of which the Company is the lessor by payment to the Company terms and conditions of the residual value set forth associate discount privileges in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect effect from time to have any such payment deducted from any payments due the Employee hereundertime. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s ’s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP; it being agreed and understood that each of the amounts determined pursuant to clauses (B) and (C) of this Section 4(a) (i) shall be deemed to be not less than his highest “Target Award” to date under the Management Incentive Plan in the event the date of termination is prior to the commencement of the Company’s fiscal year; and it being further agreed and understood that the Company shall be responsible for payment of any taxes due on any such payments under this Section 4(a)(i). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their termsterms and shall remain exercisable until the expiration of ten (10) years from the Grant Date, but not longer than the original Expiration Date (as such terms are defined in the applicable option agreements), and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP; provided, however, that it shall be assumed that Employee was paid a $200,000 annual bonus in fiscal year 1998 under Varian Associates, Inc.'s Management Incentive Plan. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 3.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after the date of this Agreement or (y) on the originally scheduled vesting dates for awards outstanding on the date of this Agreement. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (xi) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (xii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after the date of this Agreement or (y) on the originally scheduled vesting dates for awards outstanding on the date of this Agreement. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen Subject to EMPLOYEE’s compliance with his covenants set forth in this Agreement and his execution on the Separation Date of the Release Confirmation (18) months after a Change in Controlas hereinafter defined), the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee KINGSTONE shall be entitled to pay EMPLOYEE the following payments amounts and benefitsprovide the following benefits in connection with EMPLOYEE’s termination of employment: (i) The Company shall pay to Employee as compensation for services rendered$155,968.75, no later than representing five (5) business days months of EMPLOYEE’s base salary, payable in accordance with the normal payroll practices of the Company on the day following the date on which the Release Confirmation given on the Separation Date may be revoked pursuant to Paragraph 15 (provided that EMPLOYEE does not revoke the Release Confirmation prior to such outside date); (ii) continuing group health insurance coverage pursuant to and in accordance with section 4980B of terminationthe Internal Revenue Code of 1986, a lump sum severance as amended (“COBRA”), with KINGSTONE being responsible for the payment equal to 2.50 multiplied by of the sum applicable premium for such coverage for the period commencing on the day immediately following the Separation Date and ending on the earlier of (A) Employee's Base Salary, the date on which EMPLOYEE obtains health insurance coverage through another Person or (B) February 28, 2021, provided that the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus amount for a performance period of which KINGSTONE shall be responsible shall be no more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs.$2,175 per month; and (iii) All waiting periods for the exercise continued vesting of any all previously granted but unvested stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation option awards as of the date of termination Separation Date, as reflected on Schedule A attached hereto, in accordance with the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) applicable vesting schedule as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; providedEMPLOYEE had continued to be employed by KINGSTONE, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase notwithstanding any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment provision to the Company of the residual value set forth contrary in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any operative agreement concerning such payment deducted from any payments due the Employee hereunder. (vi) All payments stock and benefits provided under this Agreement shall be subject to applicable tax withholdingoption awards. (b) Following Employee's termination The amounts to be paid and benefits to be provided to EMPLOYEE pursuant to paragraph (a) above, together with EMPLOYEE’s base salary through the Separation Date, shall constitute the sole and exclusive rights and remedies of employment for EMPLOYEE with regard to all services provided through the Separation Date, and EMPLOYEE shall not be entitled to any reasonother or further compensation, the Company rights or benefits. Nothing herein shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount be deemed a waiver of any due and unpaid principal and interest on rights that KINGSTONE may have in connection with any loans breach or violation by the Company to Employee and Employee hereby agrees and consents to such right on the part EMPLOYEE of the Companyany representation or covenant set forth herein.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s Management Incentive Plan, and (Cy) the highest cash average annual bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee [ALTERNATIVE 1: within five (5) business days following the Release Deadline] or [ALTERNATIVE 2: (x) within five (5) business days following the Release Deadline with respect to awards granted after __________, or (y) on the originally scheduled vesting dates for awards outstanding as of _______]. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive’s employment through the date of termination of employment (the “Separation Date”); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the “Severance Benefits”), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive’s base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months following the Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the Separation Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive’s employment terminates. (ii) the Company will pay the Executive a pro-rata bonus for the fiscal year in which the Separation Date occurs, determined following the end of the fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company’s Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company’s Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a fraction, the numerator of which is the number of days the Executive was employed during the fiscal year in which the Separation Date occurs and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year following the year in which the Separation Date occurs. (iii) provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) eighteen (18) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the date first day of termination; each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h), any similar provision of the Code, or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month an additional amount, Employee shall no longer as determined by the Company, equal to the federal, state and local income taxes that the Executive is reasonably expected to be entitled obligated to receive Company-paid executive physicals or, upon expiration pay as a result of the applicable membershipspayments of the monthly premiums described above (the “Additional Amount”). No additional amount shall be paid to the Executive pursuant to the preceding sentence in the event that the amount of the federal, Company- state and local income taxes that the Executive ultimately owes to the relevant taxing authority is greater than the amount paid airline membershipsto the Executive pursuant to the preceding sentence. In the event Employee that, following the expiration of such eighteen (18) month period, the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to the full monthly COBRA premium minus the monthly cost for such health and dental plan coverage that is paid by active executives, as calculated at the end of the eighteen (18) month period, together with any Additional Amount that may be due to the Executive. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before inform the Company within ten (10) days of such occurrence. (iv) for the twenty-four (24) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives; (ii) subject to the conditions set forth in Section 4(b)(iii) above having initially been satisfied, in the event that, following the expiration of the twenty-fourth (24th) month anniversary of such Qualifying Termination, the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the twelve (12) month period during which thereafter (or, if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to the full monthly COBRA premium minus the monthly cost for such health and dental plan coverage that is required paid by active executives, as calculated at the end of the eighteen (18) month period, together with any Additional Amount that may be due to continue Employee's participation in the Executive with respect to such insurance planspayments. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the participation Executive shall inform the Company within ten (10) days of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period.occurrence; and (viii) Employee may elect upon termination following a Qualifying Termination, the Company shall, in addition to purchase any automobile then providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twenty-four (24) months, shall provide for such payment for an additional period of twelve (12) months, which payments shall be made in accordance with the possession of Employee terms set forth in Section 4(b)(iv) and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive's employment through the date of termination of employment (the "Separation Date"); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the "Severance Benefits"), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five the period of twelve (512) business days months following the date Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of terminationsalary continuation, a lump sum severance payment equal to 2.50 multiplied by payable in accordance with the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any normal payroll practices of the three fiscal years ending prior Company for its executives, with the first payment, which shall be retroactive to the date of termination under day immediately following the Separation Date, being due and payable on the Company's Management Incentive Plan next regular payday for executives that follows the expiration of sixty (the "MIP"60) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to calendar days from the date of termination under the MIPExecutive's employment terminates. (ii) The the Company shall will pay to Employee as compensation the Executive a pro-rata bonus for services renderedthe fiscal year in which the Separation Date occurs, no later than five (5) business days determined following the date end of terminationthe fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company's Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company's Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a lump sum payment equal to a pro rata portion (based on fraction, the numerator of which is the number of days elapsed the Executive was employed during the fiscal year and/or other bonus performance period in which the termination occurs) Separation Date occurs and the denominator of Employee's target bonus under which is 365 (the MIP for “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the fiscal time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year and for any other partially completed bonus performance period following the year in which the termination Separation Date occurs. (iii) All waiting periods provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) twelve (12) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the exercise health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the first day of each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Internal Revenue Code of 1986, as amended (the “Code”) or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any stock options granted additional tax on the Executive, the Company will pay to Employee the Executive each such month, within ten (10) days after the first day of such month, an additional amount, as determined by the Company, equal to the federal, state and all conditions or restrictions local income taxes that the Executive is reasonably expected to be obligated to pay as a result of any restricted stock granted to Employee shall terminate, and all such options the payments of the monthly premiums described above. No additional amount shall be exercisable paid to the Executive pursuant to the preceding sentence in full according the event that the amount of the federal, state and local income taxes that the Executive ultimately owes to their termsthe relevant taxing authority is greater than the amount paid to the Executive pursuant to the preceding sentence. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, and the restricted stock Executive shall be transferred to Employee as soon as reasonably practicable thereafterinform the Company within ten (10) days of such occurrence. (iv) Employee's participation for the twelve (12) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the date Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of termination Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the lifeform of salary continuation, medical/dental/vision and disability insurance plans and financial/tax counseling plan payable in accordance with the normal payroll practices of the Company shall be continued on for its executives; (ii) subject to the same terms (including any cost sharingconditions set forth in Section 4(b)(iii) as if Employee were an employee above having initially been satisfied, in the event that, following the expiration of the Company twelve (or equivalent benefits provided12) until month anniversary of such Qualifying Termination, the earlier Executive has not yet become eligible for coverage under the health and/or dental plans of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four another employer, within ten (2410) months days after the date first day of termination; each such month, the Company will, for an additional six (6) month period, pay to the Executive each month within the period set forth above an amount equal to the COBRA Amount, provided, however, that for the period until the eighteen (18) month anniversary of such Qualifying Termination, to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month, Employee shall no longer any Additional Amount that may be entitled due with respect to receive Company-paid executive physicals such payments. Upon the eighteen (18) anniversary of the Qualifying Termination, if the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, upon expiration if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to COBRA Amount, as calculated at the end of the applicable membershipseighteen (18) month period following the Qualifying Termination, Company- paid airline membershipstogether with any Additional Amount that may be due to the Executive with respect to such payments. In the event Employee that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before the expiration of the period during which inform the Company is required to continue Employee's participation in within ten (10) days of such insurance plansoccurrence; and (iii) following a Qualifying Termination, the participation Company shall, in addition to providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twelve (12) months, shall provide for such payment for an additional period of Employee's surviving spouse and family twelve (12) months, which payments shall be made in accordance with the Company's insurance plans shall continue throughout such period. (vterms set forth in Section 4(b)(iv) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. Subject to the satisfaction of the terms of Section 4b, if (ai) If within eighteen the Executive’s employment under this Agreement is terminated by the Company pursuant to Section 2e (18i.e., other than a termination for Reasonable Cause pursuant to Section 2b or a termination upon death or disability pursuant to Section 2c), or (ii) months after a Change in Controlthe Executive resigns from his employment with Good Reason pursuant to Section 2d, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee Executive shall be entitled to receive from the following payments and benefits: Company: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment payments in an amount equal to 2.50 multiplied by the sum of (A) Employee's Executive’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to payable on regular pay days through the date of termination under the Company's Management Incentive Plan that is twelve (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (2412) months after the date termination date, with accelerated payment of terminationany balance due upon a Change of Control; provided, however, that if such termination shall occur within six (6) months after a Change of Control, and, in connection with the Change of Control the holders of the Company’s then outstanding Preferred Stock receive distributions on, or within thirty (30) days after, the date of terminationthe Change of Control pursuant to Section I(a) of Article Fourth of the Company’s Amended and Restated Certificate of Incorporation, Employee as amended and then in effect, at least equal to the full preferential amounts payable to them thereunder, the severance payable to the Executive pursuant to this clause 4a(i) shall no longer be increased to an amount equal to one and one-half times the Executive’s Base Salary and, upon any termination following a Change of Control all payments shall be due in a lump sum on the termination date; and (ii) payment or reimbursement of the Executive’s health insurance premiums at the same level as was in effect on the termination date for a period of twelve (12) months after the termination date or until the Executive obtains other employment, whichever is sooner. Upon the disability of the Executive during the term of this Agreement, the Executive shall be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in from the Company's insurance plans shall continue throughout such period. : (vA) Employee may elect upon termination to purchase any automobile then severance payments in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due the salary specified in Section 3a, payable upon regular pay days for a period of six (6) months after the termination date, and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part (B) payment or reimbursement of the CompanyExecutive’s health insurance premiums at the same level as was in effect at the time of the permanent disability for a period of six (6) months after the termination date; provided, however, that these payments upon disability shall not continue beyond the date of the Executive’s death should his death occur during such six (6)-month period.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive's employment through the date of termination of employment (the "Separation Date"); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the "Severance Benefits"), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive base salary, at the same rate as was in effect on the Separation Date, for the period of 12 months following the Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the Separation Date, being due and payable on the Company's next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive's employment terminates. (i) the Company will pay the Executive a pro-rata bonus for the fiscal year in which the Separation Date occurs, determined following the end of the fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company's Bonus Plan in effect on the Separation Date had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company's Bonus Plan, and shall be based solely on the extent to which Company shall pay to Employee as compensation for services renderedperformance goals have been met) by a fraction, the numerator of which is the number of days the Executive was employed during the fiscal year in which the Separation Date occurs and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than five December 31st of the year following the year in which the Separation Date occurs. (5ii) business days provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date of terminationthe Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, a lump sum severance payment equal to 2.50 multiplied by then, until the sum earlier of (A) Employee's Base Salarytwelve (12) months following the Separation Date, (B) the highest annual bonus that was paid to Employee in any of date the three fiscal years ending prior to the date of termination Executive becomes eligible for coverage under the Company's Management Incentive Plan (the "MIP") health and/or dental plans of another employer, or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus date the - 3 - Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the first day of each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the first day of such month, an additional amount, as determined by the Company, equal to the federal, state and local income taxes that the Executive is reasonably expected to be obligated to pay as a performance period result of more than one fiscal year that was the payments of the monthly premiums described above. No additional amount shall be paid to Employee the Executive pursuant to the preceding sentence in any the event that the amount of the three fiscal years ending prior federal, state and local income taxes that the Executive ultimately owes to the date of termination relevant taxing authority is greater than the amount paid to the Executive pursuant to the preceding sentence. In the event that the Executive becomes eligible for coverage under the MIP. health and/or dental plans of another employer, the Executive shall inform the Company within ten (ii10) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurssuch occurrence. (iii) All waiting periods for the exercise twelve (12) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of any stock options granted the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to Employee such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and all conditions or restrictions on the same schedule as employer contributions are made for active employees of any restricted stock granted to Employee shall terminatethe Company. For the avoidance of doubt, and all such options as of the Separation Date, the Executive shall be exercisable in full according to their terms, solely responsible for any costs associated with supplemental life insurance coverage and the restricted stock Company shall be transferred to Employee as soon as reasonably practicable thereafterhave no continuing obligation or liability with respect thereto. (ivc) Employee's participation In the event that within two (2) years following a Change of Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will - 4 - provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the date of termination salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the lifeform of salary continuation, medical/dental/vision and disability insurance plans and financial/tax counseling plan payable in accordance with the normal payroll practices of the Company shall be continued on for its executives; (ii) subject to the same terms (including any cost sharingconditions set forth in Section 4(b)(iii) as if Employee were an employee above having initially been satisfied, in the event that, following the expiration of the Company twelve (or equivalent benefits provided12) until month anniversary of such Qualifying Termination, the earlier Executive has not yet become eligible for coverage under the health and/or dental plans of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four another employer, within ten (2410) months days after the date first day of termination; each such month, the Company will, for an additional six (6) month period, pay to the Executive each month within the period set forth above an amount equal to the COBRA premium, provided, however, that for the period until the eighteen (18) month anniversary of such Qualifying Termination, to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month, Employee shall no longer any additional amount that may be entitled due with respect to receive Company-paid executive physicals such payments. Upon the eighteen (18) anniversary of the Qualifying Termination, if the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, upon expiration if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to COBRA premium, as calculated at the end of the applicable membershipseighteen (18) month period following the Qualifying Termination, Company- paid airline membershipstogether with any additional amount that may be due to the Executive with respect to such payments. In the event Employee that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before the expiration of the period during which inform the Company is required to continue Employee's participation in within ten (10) days of such insurance plansoccurrence; and (iii) following a Qualifying Termination, the participation Company shall, in addition to providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twelve (12) months, shall provide for such payment for an additional period of Employee's surviving spouse and family twelve (12) months, which payments shall be made in accordance with the Company's insurance plans shall continue throughout such period. (vterms set forth in Section 4(b)(iv) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vixi) All payments and benefits provided The entire balance credited to Employee’s account under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive's employment through the date of termination of employment (the "Separation Date"); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the "Severance Benefits"), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months following the Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the Separation Date, being due and payable on the Company's next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive's employment terminates. (ii) the Company will pay the Executive a pro-rata bonus for the fiscal year in which the Separation Date occurs, determined following the end of the fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company's Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company's Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a fraction, the numerator of which is the number of days the Executive was employed during the fiscal year in which the Separation Date occurs and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus will be payable at the time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year following the year in which the Separation Date occurs. (iii) provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) twelve (12) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the date first day of termination; each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives (the “COBRA Amount”), provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Internal Revenue Code of 1986, as amended (“Code”) or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month, Employee shall no longer an additional amount, as determined by the Company, equal to the federal, state and local income taxes that the Executive is reasonably expected to be entitled obligated to receive Company-paid executive physicals or, upon expiration pay as a result of the applicable membershipspayments of the monthly premiums described above (the “Additional Amount”). No additional amount shall be paid to the Executive pursuant to the preceding sentence in the event that the amount of the federal, Company- state and local income taxes that the Executive ultimately owes to the relevant taxing authority is greater than the amount paid airline membershipsto the Executive pursuant to the preceding sentence. In the event Employee that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before inform the Company within ten (10) days of such occurrence. (iv) for the twelve (12) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) subject to the conditions set forth in Section 4(b)(iii) above having initially been satisfied, in the event that, following the expiration of the period during which twelve (12) month anniversary of such Qualifying Termination, the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, within ten (10) days after the first day of each such month, the Company is required will, for an additional six (6) month period, pay to continue Employee's participation the Executive each month within the period set forth above an amount equal to the COBRA Amount, provided, however, that for the period until the eighteen (18) month anniversary of such Qualifying Termination, to the extent that it would not violate applicable law, result in such insurance plansany penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h) or any similar provision of the Code or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements as set forth above, the participation Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of Employee's surviving spouse and family the monthly premiums described above would result in the Company's insurance imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the first day of such month, any Additional Amount that may be due with respect to such payments. Upon the eighteen (18) month anniversary of the Qualifying Termination, if the Executive has not yet become eligible for coverage under the health and/or dental plans shall continue throughout of another employer, then for the six (6) month period thereafter (or, if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period., within ten (10) days after the first day of such month, an amount equal to COBRA Amount, as calculated at the end of the eighteen (18) month period following the Qualifying Termination, together with any Additional Amount that may be due to the Executive with respect to such payments. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall inform the Company within ten (10) days of such occurrence; and (vii) Employee may elect upon termination following a Qualifying Termination, the Company shall, in addition to purchase any automobile then providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twelve (12) months, shall provide for such payment for an additional period of twelve (12) months, which payments made in accordance with the possession of Employee terms set forth in Section 4(b)(iv) and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's Base Salary, Salary and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP Company's Management Incentive Plan (MIP) for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no -------- ------- longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. (c) Following Employee's termination of employment for any reason, Employee shall no longer be entitled to (i) the use of aircraft owned or leased by the Company or (ii) property tax subsidies from the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s Management Incentive Plan, and (Cy) the highest cash average annual bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after the date of this Agreement or (y) on the originally scheduled vesting dates for awards outstanding on the date of this Agreement. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s ’s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, Salary and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP Company's Management Incentive Plan (MIP) for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, -------- ------- Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die 7 of 14 before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. Subject to the satisfaction of the terms of Section 4b, if (ai) If within eighteen the Executive’s employment under this Agreement is terminated by the Company pursuant to Section 2e (18i.e., other than a termination for Reasonable Cause pursuant to Section 2b or a termination upon death or disability pursuant to Section 2c), or (ii) months after a Change in Controlthe Executive resigns from his employment with Good Reason pursuant to Section 2d, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee Executive shall be entitled to receive from the Company the following payments payment and benefits: benefits that will commence within sixty (60) days following the Executive’s termination date: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment payments in an amount equal to 2.50 multiplied by the sum of (A) Employee's Executive’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to payable on regular pay days through the date of termination under the Company's Management Incentive Plan that is twelve (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (2412) months after the date termination date, with accelerated payment of terminationany balance due upon a Change of Control; provided, however, that if such termination shall occur within six (6) months after a Change of Control, and, in connection with the Change of Control the holders of the Company’s then outstanding Preferred Stock receive distributions on, or within thirty (30) days after, the date of terminationthe Change of Control pursuant to Section I(a) of Article Fourth of the Company’s Amended and Restated Certificate of Incorporation, Employee as amended and then in effect, at least equal to the full preferential amounts payable to them thereunder, the severance payable to the Executive pursuant to this clause 4a(i) shall no longer be increased to an amount equal to one and one-half times the Executive’s Base Salary and, upon any termination following a Change of Control all payments shall be due in a lump sum on the termination date; and (ii) payment or reimbursement of the Executive’s health insurance premiums at the same level as was in effect on the termination date for a period of twelve (12) months after the termination date or until the Executive obtains other employment, whichever is sooner. Subject to the satisfaction of the terms of Section 4b, upon the termination of the Executive as a result of the disability of the Executive during the term of this Agreement, the Executive shall be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which from the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All following payments and benefits provided under this Agreement shall be subject to applicable tax withholding. that will commence within sixty (b60) Following Employee's days following the Executive’s termination of employment for any reason, the Company shall have the unconditional right to reduce any date: (A) severance payments owed to Employee hereunder by in the amount of any due the salary specified in Section 3a, payable upon regular pay days for a period of six (6) months after the termination date, and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part (B) payment or reimbursement of the Company.Executive’s health insurance premiums at the same level as was in effect at the time of the permanent disability for a period of six (6) months after the termination date; provided, however, that these payments upon disability shall not continue beyond the date of the Executive’s death should his death occur during such six (6)-month period

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen twenty-four (1824) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 three (3) multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus under the Company's annual bonus plan (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) or (y) the average annual bonus that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination under date, then the Company's Management Incentive Plan amount determined in (y) above, shall be based on the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash average annual bonus for a performance period the number of more than one fiscal year that was paid to Employee in any of the three full fiscal years ending prior to the date of termination under the MIPEmployee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP Company’s annual bonus plan for the fiscal year in which the termination occurs (or, if higher, the Employee’s target annual bonus as of immediately prior to the Change in Control) and under any other applicable Company bonus plan for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options awards shall be fully vested and, if applicable, exercisable in full according to their terms. Any such awards that are subject to performance conditions shall fully vest (and, if applicable, be fully exercisable) in each case with respect to the target number of shares covered by the applicable award. In addition, all restricted stock units granted to Employee shall fully vest, and the restricted stock underlying such units shall be transferred to Employee (x) except in the case of a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control, within five (5) business days following the Release Deadline with respect to awards granted after September 29, 2012 or (y) on the originally scheduled vesting dates, in the case of (1) a Separation from Service that occurs during the period between the 18-month and 24-month anniversaries of the Change in Control or (2) awards outstanding as soon as reasonably practicable thereafterof September 29, 2012. Any performance-based restricted stock units held by Employee shall be governed by the terms of the applicable grant agreement. In the event that an award subject to performance conditions is not assumed or substituted in connection with a Change in Control, and the plan or agreement under which the award is granted provides for full vesting of such award in the event of such non-assumption or non-substitution, such awards will vest with respect to the target number of shares covered by the applicable award. (iv) Employee's participation as of the date of termination in the lifeIf Employee properly elects and maintains COBRA coverage, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on provide payment of Employee’s COBRA premiums for up to eighteen (18) months in a method as determined by the same terms (including any cost sharing) as if Employee were an employee Company that is exempt from Section 409A of the Company (or equivalent benefits provided) until Code. This payment may be taxable income to the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled and subject to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such periodtax withholding. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Wxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s Management Incentive Plan, and (Cy) the highest cash average annual bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee within five (5) business days following the Release Deadline. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company Subsidiary terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall cause the Subsidiary to pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall cause the Subsidiary to pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company Subsidiary shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company Subsidiary (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company Subsidiary is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's Subsidiary’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company Subsidiary is the lessor by payment to the Company Subsidiary of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The termination of Employee’s employment with the Subsidiary shall constitute a “retirement” from the Subsidiary for purposes of all Subsidiary compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Subsidiary immediately prior to the Change in Control. (xi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company and the Subsidiary shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company or the Subsidiary to Employee and Employee hereby agrees and consents to such right on the part of the CompanyCompany or the Subsidiary.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after the date of this Agreement or (y) on the originally scheduled vesting dates for awards outstanding on the date of this Agreement. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s Management Incentive Plan, and (Cy) the highest cash average annual bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after __________, or (y) on the originally scheduled vesting dates for awards outstanding as of ___________. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reasonany reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s ’s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP; it being agreed and understood that each of the amounts determined pursuant to clauses (B) and (C) of this Section 4(a)(i) shall be deemed to be not less than the highest “Target Award” to date under the Management Incentive Plan in the event the date of termination is prior to commencement of the Company’s fiscal year; it being further agreed and understood that the Company shall be responsible for payment of any taxes due on such payments under this Section 4(a)(i). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and shall remain exercisable until the expiration of ten (10) years from the Grant Date, but not longer than the original Expiration Date (as such terms are defined in the applicable option agreements), and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan”), and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (vii) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (viii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vix) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (xi) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs (1) if, as of the date of termination of employment, Employee is 55 years of age or older and has been continuously employed by the Company on a full-time basis since he commenced employment with the Company on April 16, 1999; or (2) to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (xii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefitsbenefits following Employee’s Separation from Service: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum severance payment equal to 2.50 3.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee's most recently established target annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s Management Incentive Plan, and (Cy) the highest cash average annual bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three (3) fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of terminationRelease Deadline, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. In addition, all conditions or restrictions of any restricted stock units granted to Employee shall terminate, and the stock underlying such units shall be transferred to Employee (x) within five (5) business days following the Release Deadline with respect to awards granted after ____________, or (y) on the originally scheduled vesting dates for awards outstanding as of ____________. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of terminationhis or her Separation from Service; provided, however, that after the date of terminationhis or her Separation from Service, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. Notwithstanding the foregoing, to the extent any of the foregoing benefits are not exempt from Section 409A of the Code, such benefits provided under this Section 4(a)(iv) during any calendar year shall not affect such benefits to be provided in any other calendar year and the right to such benefits shall not be subject to liquidation or exchange for another benefit. In addition, the premiums for any medical coverage provided through a self-insured plan under this Section 4(a)(iv) shall be taxable to Employee to the extent required to avoid the taxes imposed by Section 105(h) and Section 409A of the Code. To the extent any of the foregoing benefits are not exempt from Section 409A of the Code and are subject to the delay described in Section 4(c) hereof, except as would constitute a violation of Section 409A of the Code, Employee shall have the right to pay for and obtain such benefits during such delay period and shall be reimbursed by the Company for any such payments upon expiration of such delay period. (v) Employee may elect upon termination within 90 days after his or her Separation from Service to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. Any loan offset made under this Section 4(b) shall be made at the same time the payments reduced hereunder would have otherwise been made and otherwise in a manner that would not result in the imposition of taxes to Employee under Section 409A of the Code. If it is not possible to make such offset without the imposition of taxes to Employee under Section 409A of the Code, such offset shall not be made. (c) In the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee's termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee's “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee's death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee's beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing and not revoking a release in the form attached as Exhibit A (the “Release”) not later than 60 days after the Employee’s Separation from Service (such 60th day, the “Release Deadline”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until after the Release Deadline and subject to the Release having become effective on or prior to the Release Deadline. The Company shall furnish such Release to the Employee in connection with the Employee’s Separation from Service. If the Employee has signed the Release prior to the time the Company so furnishes such Release to the Employee, the Employee will be required to again sign and not revoke the Release in connection with the Employee’s Separation from Service in order to receive payments hereunder (as described above), and the prior signed Release shall be null and void.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits, subject to Section 5 below: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, and (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP”). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to 100% of Employee’s target bonus (without pro rating) under the MIP for any multi-year performance period not yet completed prior to the date of termination. (iv) The Company shall pay to Employee as compensation for services rendered, as soon as reasonably practicable following the date of termination but in no event later than the date that is two-and-one-half months from the end of the Company’s fiscal year in which the termination occurs, a lump sum payment equal to Employee’s earned but unpaid bonus under the MIP for any completed single- and multi-year performance period. (v) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (ivvi) Employee shall vest in one hundred percent (100%) of the performance shares subject to his or her performance share awards, if any, and the payment of such vested performance shares shall be made as soon as reasonably practicable following the date of termination in accordance with the provisions of the applicable performance share award. For this purpose, if the Change of Control occurs during a performance period applicable to a performance share award, the “performance shares subject to his or her performance share awards” shall be deemed to be one hundred percent (100%) of the Target Number of Performance Shares (as set forth in the applicable performance share award). (vii) With respect to any outstanding awards issued under the Company’s stock plans other than award types addressed in Sections 4(a)(v) and (vi) above, Employee shall immediately vest in and have the right to exercise such awards, all restrictions shall lapse, and all performance goals or other vesting criteria shall be deemed achieved at target levels and all other terms and conditions met. Such awards shall be paid or otherwise settled as soon as reasonably practicable following the date of termination or, if later, the date of exercise. (viii) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (vxi) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vix) The entire balance credited to Employee’s account under the Company’s Supplemental Retirement Plan shall, no later than five (5) business days following the date of termination, be paid lump sum in cash to Employee. (xi) The termination of Employee’s employment with the Company shall constitute a “retirement” from the Company for purposes of all Company compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Company immediately prior to the Change in Control. (xii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company Subsidiary terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall cause the Subsidiary to pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP") or Varian Associates, Inc.'s Management Incentive Plan”), and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall cause the Subsidiary to pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company Subsidiary shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company Subsidiary (or equivalent benefits shall be provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-twenty- four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive CompanySubsidiary-paid executive physicals or, upon expiration of the applicable memberships, Company- Subsidiary-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company Subsidiary is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's Subsidiary’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company Subsidiary is the lessor by payment to the Company Subsidiary of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) The termination of Employee’s employment with the Subsidiary shall constitute a “retirement” from the Subsidiary for purposes of all Subsidiary compensation and benefits plans and programs to the extent Employee is otherwise eligible for “retirement” as defined by the Subsidiary immediately prior to the Change in Control. (vii) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company and the Subsidiary shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company or the Subsidiary to Employee and Employee hereby agrees and consents to such right on the part of the CompanyCompany or the Subsidiary.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 3.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. (c) The Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing a release in the form attached as Exhibit A (the “Release”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until the period for revoking the Release has expired and the Release is effective.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen three (183) months years after a Change in ControlControl of the Company, there occurs a termination of employment of the Executive with the Company terminates Employee's employment or a Subsidiary, other than a termination of employment which is (i) due to the Executive's death after the Window Period or Retirement other than Early Retirement during the Window Period; or (ii) by the Company or a Subsidiary by reason of Employeethe Executive's death, Disability, Retirement Disability or for Cause, ; or if Employee terminates Employee's employment (iii) by the Executive other than for Good Reason, then then, and expressly on the Employee shall condition that the Company or Subsidiary employing the Executive receive on the Date of Termination a Release, Covenant Not to Sue, Non-Disclosure and Nox-Xolicitation Agreement executed by the Executive (or the Executive's legal representative, in the event of the death or Disability of the Executive), in the form set forth in Exhibit A to this Agreement (the "Release Agreement"), and that such Release Agreement be entitled to the following payments and benefitseffective: (ia) The Company shall or a Subsidiary will pay to Employee the Executive as compensation for services rendered, no later than five (5) business days promptly following the effective date of terminationthe Release Agreement, a lump sum severance payment cash amount (subject to any applicable payroll or other taxes required to be withheld computed at the rate for supplemental payments) equal to 2.50 multiplied by (X) the sum of (Ai) Employeethree (3) times the Executive's Base Salary, plus (ii) three (3) times the Executive's Bonus Amount, less (Y) the aggregate lump sum cash severance amount in respect of base salary and bonus pursuant to subparagraphs 5(a)(i) and (v) of the Company's Executive Severance Plan (or any successor provision) payable to the Executive upon termination of employment, delivery by the Executive of the Release, Covenant Not to Sue, Non-Disclosure and Nxx-Solicitation Agreement referred to therein, and the expiration of all periods during which the Executive may revoke any release of claims in such agreement. (b) The Executive will be entitled to receive "Special Retirement Benefits" as provided herein, so that the total retirement benefits the Executive receives from the Company will approximate the total retirement benefits the Executive would have received under all defined benefit retirement plans (which may include non-qualified, supplemental and excess benefits retirement plans but shall not include severance plans) and other employment contracts of the Company and its Subsidiaries in which the Executive participates were the Executive fully vested under such retirement plans and entitled to all benefits payable under such other employment contracts and had the Executive continued in the employ of the Company or a Subsidiary for one hundred twenty (120) months following the Date of Termination or until the Executive's Normal Retirement Date, if earlier (provided that such additional period shall be inclusive of and shall not be in addition to any period of service credited under any severance plan of the Company or a Subsidiary). The benefits specified in this subparagraph will include all ancillary benefits, such as early retirement and survivor rights. The amount payable to the Executive or the Executive's beneficiaries under this subparagraph shall equal the excess of (1) the retirement benefits that would be paid to the Executive or the Executive's beneficiaries, under all retirement plans and other employment contracts of the Company and its Subsidiaries in which the Executive participates if (A) the Executive were fully vested under such plans and entitled to all benefits payable under such other employment contracts, (B) the highest annual bonus that was paid to Employee in any of one hundred twenty (120) month period (or the three fiscal years ending prior to period until the date of termination under the CompanyExecutive's Management Incentive Plan (the "MIP"Normal Retirement Date, if less) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date Date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee Termination were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.added to

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's ’s Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's ’s Management Incentive Plan (the "“MIP"”) or Varian Associates, Inc.'s ’s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP; it being agreed and understood that each of the amounts determined pursuant to clauses (B) and (C) of this Section 4(a) (i) shall be deemed to be not less than his highest “Target Award” to date under the Management Incentive Plan in the event the date of termination is prior to the commencement of the Company’s fiscal year; and it being further agreed and understood that the Company shall be responsible for payment of any taxes due on any such payments under this Section 4 (a) (i). (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their termsterms and shall remain exercisable until the expiration of ten (10) years from the Grant Date, but not longer than the original Expiration Date (as such terms are defined in the applicable option agreements), and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's ’s employment other than by reason of Employee's ’s death, Disability, Retirement or for Cause, or if Employee terminates Employee's ’s employment for Good Reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.00 multiplied by the sum of of: (A) Employee's ’s Base Salary, ; and (B) the highest greater of (x) the Employee’s most recently established target annual bonus under the Company’s Management Incentive Plan (the “MIP”) and (y) the average annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP"3) or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. Notwithstanding the foregoing, if Employee has not completed at least three (3) full fiscal years of service with the Company prior to Employee’s termination date, then the amount determined in (y) above, shall be based on the average annual bonus for the number of full fiscal years Employee has completed. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's ’s target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's ’s participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's ’s commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's ’s participation in such insurance plans, the participation of Employee's ’s surviving spouse and family in the Company's ’s insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's ’s termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company. (c) The Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event this Agreement or any compensation or benefit paid to Employee hereunder is deemed to be subject to Section 409A of the Code, Employee and the Company agree to negotiate in good faith to adopt such amendments that are necessary to comply with Section 409A of the Code or to exempt such compensation or benefits from Section 409A. In addition, to the extent (i) any compensation or benefits to which Employee becomes entitled under this agreement, or any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Employee is deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such compensation or benefits shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period compensation or benefits to Employee are deferred pursuant to the foregoing, Employee shall be entitled to interest on such deferral at a per annum rate equal to the highest rate of interest applicable to six (6)-month money market accounts offered by the following institutions: Citibank N.A., Xxxxx Fargo Bank, N.A. or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum. (d) Any payment pursuant to this Section 4 shall be conditioned upon the Employee signing a release in the form attached as Exhibit A (the “Release”). The Employee shall not be entitled to such payment, and no payment shall be made to the Employee, until the period for revoking the Release has expired and the Release is effective.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement Disability or for Cause, or if Employee terminates Employee's employment for Good Reasonany reason, then the Employee shall be entitled to the following payments and benefits: (i) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 2.99 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- Company-paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.

PAYMENTS AND BENEFITS UPON TERMINATION. To the extent provided in Sections 5 and 6 hereof, upon termination (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than as to subparagraph (d) below where the vesting referred to therein shall occur on the day immediately preceding the date of termination) of his employment (other than termination solely by reason of Employee's deaththe expiration of the Employment Term), Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to receive the following payments and benefits: (ia) The Company shall pay to Employee as compensation for services rendered, no later than five without set-off on the Termination Date (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (BI) the highest annual bonus that was paid to full base salary earned by Employee in through the Termination Date and unpaid at the Termination Date, plus (ii) credit for any vacation earned by Employee but not taken at the Termination Date, plus (iii) all other amounts earned by Employee and unpaid as of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIPTermination Date. (iib) The Company shall pay to Employee without set-off all amounts he is or would be entitled to receive under Section 3(a) hereof as compensation for services rendered, no if Employee were employed through the later than five of the Completion Date (5as hereinafter defined) business days or the date which is twelve months following the date written notice of terminationtermination is given. In addition, the Company shall pay to Employee without set-off all amounts he is entitled to receive under Section 3(d) hereof as if Employee were employed through the Completion Date. In each case, such amounts shall be payable at Employee's election either in a lump sum payment equal or at the times such amounts would have been payable were Employee to a pro rata portion (based on remain employed by the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occursCompany. (iiic) All waiting periods The Company shall provide to Employee without set-off all benefits he is entitled to receive under Sections 3(b) and 3(e) hereof as if Employee were employed through the Completion Date. Until the earlier of (I) the Completion Date or (ii) Employee's similar coverage (without exclusions for preexisting conditions) by a new employer, the exercise Company shall maintain in full force and effect for Employee's continued benefit all life insurance, medical, dental and disability plans, programs or arrangements in which Employee is entitled to participate immediately prior to the Termination Date, provided that Employee's continued participation is possible under the terms and provisions of such plans, programs or arrangements. In the event that Employee's participation is any such plan, program or arrangement is barred by the terms thereof, the Company shall arrange to provide Employee with benefits substantially similar to those which Employee would otherwise be entitled to receive under such plans, programs or arrangements. Any continuation of benefits under this Section 8c shall not be counted towards the benefits extension period mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985. (d) The Company shall vest Employee in any Company stock options previously granted to Employee and all conditions or restrictions of any restricted options with respect to Company stock previously granted to Employee shall terminatewhich have not vested by their terms as of Employee's Termination Date, and all and, with respect to any such options, the options shall be remain exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafterfor a period of twelve months following Employee's Termination Date. (ive) Employee and Employee's participation as eligible dependents will be issued lifetime positive space first class no service charge passes, on a basis commensurate with the position of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months after the date of termination; provided, however, that after the date of termination, Employee shall no longer be entitled to receive Company-paid executive physicals or, upon expiration of the applicable memberships, Company- paid airline memberships. In the event Employee shall die before the expiration of the period during which the Company is required to continue Employee's participation in such insurance plans, the participation of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period. (v) Employee may elect upon termination to purchase any automobile then in the possession of Employee and subject to a lease of which chief executive officer, on the Company is the lessor by payment to the Company of the residual value set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costsairline. Employee may elect to have any such payment deducted from any payments due the Employee hereunder. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to passes will not be transferable but will cover one additional individual if such right on the part of the Companyindividual is accompanying Employee.

PAYMENTS AND BENEFITS UPON TERMINATION. (a) If within eighteen (18) months after a Change in ControlIn the event of termination of employment, however so caused, the Company will pay the Executive (i) any base salary earned but not paid during the final payroll period of Executive’s employment through the date of termination of employment (the “Separation Date”); (ii) pay for any vacation time earned but not used through the Separation Date, as reflected in Company records; and (iii) any business expenses incurred by the Executive but unreimbursed on the Separation Date, provided that such expenses and any required substantiation are submitted consistent with the terms of Company policy and that such expenses are reimbursable under Company policy (clauses (i), (ii) and (iii) together, “Final Compensation”). Other than business expenses described in Section 4(a)(iii) (which shall be paid in accordance with Company policy), Final Compensation shall be paid to the Executive (or the Executive’s designated beneficiary or estate) within thirty (30) days following the Separation Date. The Company shall not have any further obligations to the Executive, except as set forth in Section 4(b) below. (b) In the event that the Company terminates Employee's the Executive’s employment other than by reason of Employee's death, Disability, Retirement or for CauseCause (as defined in Section 12), or if Employee the Executive terminates Employee's employment for Good ReasonReason (as defined in Section 12), then in addition to Final Compensation, the Employee shall be entitled to Company will provide the Executive the following payments and benefits(clauses (i) through (iv), in the aggregate, the “Severance Benefits”), provided that the Executive meets all eligibility requirements for such Severance Benefits as set forth in this Agreement: (i) The the Company shall will continue to pay to Employee the Executive’s base salary, at the same rate as compensation was in effect on the Separation Date, for services rendered, no later than five (5) business days following the date of termination, a lump sum severance payment equal to 2.50 multiplied by the sum of (A) Employee's Base Salary, (B) the highest annual bonus that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the Company's Management Incentive Plan (the "MIP") or Varian Associates, Inc.'s Management Incentive Plan, and (C) the highest cash bonus for a performance period of more than one fiscal year that was paid to Employee in any of the three fiscal years ending prior to the date of termination under the MIP. (ii) The Company shall pay to Employee as compensation for services rendered, no later than five (5) business days following the date of termination, a lump sum payment equal to a pro rata portion (based on the number of days elapsed during the fiscal year and/or other bonus performance period in which the termination occurs) of Employee's target bonus under the MIP for the fiscal year and for any other partially completed bonus performance period in which the termination occurs. (iii) All waiting periods for the exercise of any stock options granted to Employee and all conditions or restrictions of any restricted stock granted to Employee shall terminate, and all such options shall be exercisable in full according to their terms, and the restricted stock shall be transferred to Employee as soon as reasonably practicable thereafter. (iv) Employee's participation as of the date of termination in the life, medical/dental/vision and disability insurance plans and financial/tax counseling plan of the Company shall be continued on the same terms (including any cost sharing) as if Employee were an employee of the Company (or equivalent benefits provided) until the earlier of Employee's commencement of substantially equivalent full-time employment with a new employer or twenty-four (24) months following the Separation Date. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the Separation Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date the Executive’s employment terminates. (ii) the Company will pay the Executive a pro-rata bonus for the fiscal year in which the Separation Date occurs, determined following the end of the fiscal year in which the Separation Date occurs. The amount of any such bonus shall be determined by multiplying the amount of the bonus that would have been paid to the Executive pursuant to the Company’s Bonus Plan had the Executive remained employed for the full fiscal year (which determination shall disregard any individual performance goals which may have been set for Executive pursuant to the Company’s Bonus Plan, and shall be based solely on the extent to which Company performance goals have been met) by a fraction, the numerator of which is the number of days the Executive was employed during the fiscal year in which the Separation Date occurs and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro -Rata Bonus will be payable at the time provided for, and in accordance with the provisions of, the Bonus Plan, but in no event earlier than January 1st or later than December 31st of the year following the year in which the Separation Date occurs. (iii) provided that the Executive and the Executive’s dependents are eligible to continue participation in the Company’s group health and dental plans following the date the Executive’s employment terminates under the federal law commonly known as “COBRA” and elect to do so in a timely manner, then, until the earlier of (A) eighteen (18) months following the Separation Date, (B) the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer, or (C) the date the Executive otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA, the Company will pay to the Executive each month within the period set forth above, within ten (10) days after the date first day of termination; each such month, an amount equal to the full monthly COBRA premium for such month minus the monthly cost for such health and dental plan coverage that is paid by active executives, provided, however, that to the extent that it would not violate applicable law, result in any penalty, fine or tax to the Company, or result in the Company failing to comply with Section 105(h), any similar provision of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 409A of the Code, then, subject to the Executive meeting the eligibility requirements set forth above, the Company, rather than paying the monthly premiums described above to the Executive, may in its discretion, instead contribute the same amount directly to its group health and dental plans at the same time it otherwise would have paid the monthly premiums to the Executive. To the extent that the payment of the monthly premiums described above would result in the imposition of any additional tax on the Executive, the Company will pay to the Executive each such month, within ten (10) days after the date first day of terminationsuch month an additional amount, Employee shall no longer as determined by the Company, equal to the federal, state and local income taxes that the Executive is reasonably expected to be entitled obligated to receive Company-paid executive physicals or, upon expiration pay as a result of the applicable membershipspayments of the monthly premiums described above (the “Additional Amount”). No additional amount shall be paid to the Executive pursuant to the preceding -4- sentence in the event that the amount of the federal, Company- state and local income taxes that the Executive ultimately owes to the relevant taxing authority is greater than the amount paid airline membershipsto the Executive pursuant to the preceding sentence. In the event Employee that, following the expiration of such eighteen (18) month period, the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the six (6) month period thereafter (or, if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to the full monthly COBRA premium minus the monthly cost for such health and dental plan coverage that is paid by active executives, as calculated at the end of the eighteen (18) month period, together with any Additional Amount that may be due to the Executive. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the Executive shall die before inform the Company within ten (10) days of such occurrence. (iv) for the twenty-four (24) month period following the Separation Date, subject to applicable plan terms and applicable law, the Company shall provide the Executive with continued monthly employer contributions toward the premium cost of the Executive’s basic life insurance coverage, in the same percentage and amount as if the Executive remained employed (subject to such insurance coverage not having terminated), such employer contributions to be made on a monthly basis at the same time and on the same schedule as employer contributions are made for active employees of the Company. For the avoidance of doubt, as of the Separation Date, the Executive shall be solely responsible for any costs associated with supplemental life insurance coverage and the Company shall have no continuing obligation or liability with respect thereto. (c) In the event that within two (2) years following a Change of Control (as defined in Section 12), the Company terminates the Executive’s employment other than for Cause (as defined in Section 12), or the Executive terminates employment for Good Reason (as defined in Section 12) (such termination, a “Qualifying Termination”) in addition to Final Compensation and the Severance Benefits provided pursuant to Section 4(b) of this Agreement, the Company will provide the Executive the following benefits (“Additional Severance Benefits”), provided that the Executive meets all eligibility requirements for such Additional Severance Benefits as set forth in this Agreement: (i) the Company will continue to pay the Executive’s base salary, at the same rate as was in effect on the Separation Date, for an additional period of twelve (12) months, following the completion of the salary continuation payments provided for in Section 4(b)(i) above. Subject to Sections 5 and 6 below, such payments shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives; (ii) subject to the conditions set forth in Section 4(b)(iii) above having initially been satisfied, in the event that, following the expiration of the twenty-fourth (24th ) month anniversary of such Qualifying Termination, the Executive has not yet become eligible for coverage under the health and/or dental plans of another employer, then for the twelve (12) month period during which thereafter (or, if earlier, until the date the Executive becomes eligible for coverage under the health and/or dental plans of another employer), the Company will pay to the Executive each month within such period, within ten (10) days after the first day of such month, an amount equal to the full monthly COBRA premium minus the monthly cost for such health and dental plan coverage that is required paid by active executives, as calculated at the end of the eighteen (18) month period, together with any Additional Amount that may be due to continue Employee's participation in the Executive with respect to such insurance planspayments. In the event that the Executive becomes eligible for coverage under the health and/or dental plans of another employer, the participation Executive shall inform the Company within ten (10) days of Employee's surviving spouse and family in the Company's insurance plans shall continue throughout such period.occurrence; and (viii) Employee may elect upon termination following a Qualifying Termination, the Company shall, in addition to purchase any automobile then providing for life insurance premium contributions pursuant to Section 4(b)(iv) for twenty-four (24) months, shall provide for such payment for an additional period of twelve (12) months, which payments shall be made in accordance with the possession of Employee terms set forth in Section 4(b)(iv) and subject to a lease of which the Company is the lessor by payment to the Company of the residual value conditions set forth in the lease, without any increase for remaining lease payments during the term or other lease breakage costs. Employee may elect to have any such payment deducted from any payments due the Employee hereunderSection. (vi) All payments and benefits provided under this Agreement shall be subject to applicable tax withholding. (b) Following Employee's termination of employment for any reason, the Company shall have the unconditional right to reduce any payments owed to Employee hereunder by the amount of any due and unpaid principal and interest on any loans by the Company to Employee and Employee hereby agrees and consents to such right on the part of the Company.