EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • April 1st, 1999 • Varian Semiconductor Equipment Associates Inc • Semiconductors & related devices • Delaware
Purchase Price: $9,052,182.75, which is comprised of (i) immediately available funds to be wire transferred to Seller at Closing in the amount of $3,400,000.00, (ii) assumption of the Assumed Debt (defined below) in the amount of $5,152,182.75...Purchase and Sale Agreement • February 5th, 2003 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
LEASE -----Lease • December 20th, 2001 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
Exhibit 10.10 REVOLVING CREDIT AGREEMENT dated as of May 16, 2000Revolving Credit Agreement • December 19th, 2000 • Varian Semiconductor Equipment Associates Inc • Semiconductors & related devices
CREDIT AGREEMENT dated as of May 23, 2008 among VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. The Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Agent and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as...Credit Agreement • May 23rd, 2008 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 23, 2008 among VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC., the LENDERS from time to time party hereto, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Exhibit 10.12 AMENDMENT TO RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 5.4 of the Rights Agreement between First Chicago Trust Company of New York (the "Rights Agent") and Varian Semiconductor Equipment Associates, Inc. dated...Rights Agreement • December 20th, 2001 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
RECITALSPurchase and Sale Agreement • February 5th, 2003 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
AGREEMENT This Agreement is entered into as of July 24, 1998 ("Effective Date") by and between High Voltage Engineering Europa B.V., located at Amsterdamseweg 63, 3812RR Amersfoort, The Netherlands ("HVEE"), Varian Associates, Inc., a Delaware...Confidentiality Agreement • February 12th, 1999 • Varian Semiconductor Equipment Associates Inc • Massachusetts
EXHIBIT 10.3 TAX SHARING AGREEMENTTax Sharing Agreement • February 12th, 1999 • Varian Semiconductor Equipment Associates Inc • Delaware
EXHIBIT 10.8 FORM OF INDEMNITY AGREEMENT FOR DIRECTORS AND OFFICERS INDEMNITY AGREEMENT ------------------- This Agreement made and entered into this ___ day of _______, 1999, by and between Varian Semiconductor Equipment Associates, Inc., a Delaware...Indemnification Agreement • March 8th, 1999 • Varian Semiconductor Equipment Associates Inc • Semiconductors & related devices
FORM OF CHANGE IN CONTROL AGREEMENT FOR CHIEF FINANCIAL OFFICER AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 15th, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • California
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of , by and between VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC., a Delaware corporation (the “Company”)1, and , an employee of the Company (“Employee”).
EMPLOYEE BENEFITS ALLOCATION AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as ofEmployee Benefits Allocation Agreement • February 12th, 1999 • Varian Semiconductor Equipment Associates Inc • Delaware
EXHIBIT 10.6 FORM OF CHANGE IN CONTROL AGREEMENT FOR CHIEF FINANCIAL OFFICER AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------ THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is...Change in Control Agreement • March 8th, 1999 • Varian Semiconductor Equipment Associates Inc • Semiconductors & related devices • California
EXHIBIT 10.5 FORM OF CHANGE IN CONTROL AGREEMENT FOR CHIEF EXECUTIVE OFFICER AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------ THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is...Change in Control Agreement • March 8th, 1999 • Varian Semiconductor Equipment Associates Inc • Semiconductors & related devices • California
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Agreement Granted Under 2006 Stock Incentive PlanRestricted Stock Agreement • February 3rd, 2011 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”) on [ ], 200[ ] (the “Grant Date”) to (the “Participant”) [ ] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as “Restricted Stock” under the Company’s 2006 Stock Incentive Plan (the “Plan”). The vesting schedule is set forth in Section 2 of Appendix A attached hereto.
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • February 3rd, 2011 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], an [employee] [consultant] [advisor] [officer] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. OMNIBUS STOCK PLAN INCORPORATING AMENDMENTS EFFECTIVE ON OR BEFORE FEBRUARY 3, 2004Omnibus Stock Plan • February 3rd, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 10th, 2009 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
This Amendment (the “Amendment”) to the AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT dated as of July 3, 2000 (the “Original Agreement”), is entered into effective December 31, 2008, by and between Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), and Yong-Kil Kim (the “Employee”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • December 14th, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 15th, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
Varian Semiconductor Equipment Associates, Inc. (the “Company”) hereby grants you, (the “Employee”), Restricted Stock under the Company’s Omnibus Stock Plan (the “Plan”). The Restricted Stock granted hereunder consists of shares of common stock of the Company (“Shares”). The date of this Agreement is [·] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the Restricted Stock shall vest as follows:
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 15th, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
Varian Semiconductor Equipment Associates, Inc. (the “Company”) hereby grants you, (the “Employee”), a nonqualified stock option under the Company’s Omnibus Stock Plan (the ”Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is (the “Grant Date”). In general, the latest date this option will expire is (7 yrs) (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement • December 13th, 2005 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
THIS AGREEMENT is by and between Alan P. Sheng (“Employee”) and Varian Semiconductor Equipment Associates, Inc. (“VSEA” or the “Company”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 26th, 2004 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
August 2, 2005 Gary E. Dickerson 11850 Upland Way Cupertino, California 95014 Dear Gary:Stock Option Agreement • August 5th, 2005 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This letter agreement (this “Agreement”) amends the prior agreement dated as of October 14, 2004 (the “Prior Agreement”) between you and Varian Semiconductor Equipment Associates, Inc. (“VSEA”). As we have agreed, on March 18, 2005, you were granted 19,231 shares of restricted stock in lieu of 62,500 “Additional Options” (as defined in the Prior Agreement). In addition, on August 12, 2005 (the “Grant Date”), you will be granted 10,714 shares of restricted stock in lieu of the remaining 37,500 Additional Options that were to be issued to you under the Prior Agreement. This grant of Restricted Stock will complete the originally contemplated grant of 400,000 stock options to you upon your joining VSEA. The shares of restricted stock will vest as to one-fourth (1/4) of such shares one year after the Grant Date, and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments thereafter until one hundred percent (100%) of the shares shall have been vested at the e
FORM OF NOTENote • May 23rd, 2008 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
FOR VALUE RECEIVED, the undersigned, Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [LENDER] (the “Lender”) the aggregate unpaid Dollar Amount of all Loans made by the Lender to the Borrower pursuant to the “Credit Agreement” (as defined below) on the Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement.
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], an [employee] [consultant] [advisor] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:
FORM OF AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 13th, 2005 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
THIS AMENDMENT (the “Amendment”) to the AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT dated [ ](the “Original Agreement”), is entered into effective December 8, 2005, by and between Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), and [ ] (the “Employee”).
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 10th, 2009 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
This Amendment (the “Amendment”) to the AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT dated as of October 18, 2004 (the “Original Agreement”), is entered into effective December 31, 2008, by and between Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), and Gary E. Dickerson (the “Employee”).
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Agreement Granted Under 2006 Stock Incentive PlanRestricted Stock Agreement • December 7th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”) on [ ], 200[ ] (the “Grant Date”) to (the “Participant”) [ ] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as “Restricted Stock” under the Company’s 2006 Stock Incentive Plan (the “Plan”). The vesting schedule is set forth in Section 2 of Appendix A attached hereto.
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Deferred Stock Units Agreement Granted Under 2006 Stock Incentive PlanDeferred Stock Units Agreement • March 17th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], a member of the Board of Directors of the Company (the “Participant”), of an Other Stock Unit Award (as defined in the Plan) pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”), consisting of [ ] deferred stock units (the “DSUs”), on the terms provided herein, in Appendix A and in the Plan. Each DSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company (“Common Stock”). The shares of Common Stock that are issuable on the Distribution Date (as described in Appendix A) are referred to herein and in Appendix A as “Shares.” All of the DSUs are fully vested as of the Grant Date.
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Units Agreement Granted Under 2006 Stock Incentive PlanRestricted Stock Units Agreement • December 10th, 2009 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], a member of the Board of Directors of the Company (the “Participant”), of a Restricted Stock Unit Award (as defined in the Plan) pursuant to the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”), consisting of [ ] Restricted Stock Units (the “RSUs”), on the terms provided herein, in Appendix A and in the Plan. Each RSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company (“Common Stock”). The shares of Common Stock that are issuable on the Grant Date are referred to herein and in Appendix A as “Shares.” All of the RSUs are fully vested as of the Grant Date.
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • March 13th, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], a member of the Board of Directors of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AMENDED AND RESTATED OMNIBUS STOCK PLAN INCORPORATING AMENDMENTS EFFECTIVE ON OR BEFORE FEBRUARY 24, 2005Omnibus Stock Plan • December 13th, 2005 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
AGREEMENT AND GENERAL RELEASESeparation Agreement • January 3rd, 2006 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Massachusetts
Varian Semiconductor Equipment Associates, Inc. (“VSEA” or “the Company”) and John E. Aldeborgh (“Employee”), have discussed Employee’s current employment with the Company and on the basis of each party’s own considerations have reached a mutual understanding, as provided in this Agreement for Employee’s separation from the Company. It is the intent of Employee and the Company that this Agreement will mutually, amicably and finally resolve and compromise all issues and claims relating to or involving Employee’s employment with the Company and his voluntary separation therefrom.
February 8, 2007 Richard A. AurelioLetter Agreement • November 21st, 2007 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec
