EXHIBIT 1 RIGHTS AGREEMENTRights Agreement • April 1st, 1999 • Varian Inc • Laboratory analytical instruments • Delaware
ARTICLE I DEFINITIONSDistribution Agreement • February 12th, 1999 • Varian Inc • Delaware
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT AND ASSUMPTION $12,500,000 7.21% SERIES A SENIOR NOTES DUE JUNE 9, 2007 $25,000,000 6.70% SERIES B SENIOR NOTES DUE APRIL 30, 2014 $14,000,000 7.49% SERIES C SENIOR NOTES DUE JUNE 9, 2002...Varian Inc • May 17th, 1999 • Laboratory analytical instruments • California
EXHIBIT 10.3 TAX SHARING AGREEMENTTax Sharing Agreement • May 17th, 1999 • Varian Inc • Laboratory analytical instruments • Delaware
TRANSITION SERVICES AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as of ________, 1999Transition Services Agreement • February 12th, 1999 • Varian Inc • Delaware
AMENDED AND RESTATED DISTRIBUTION AGREEMENT AMONG VARIAN ASSOCIATES, INC., VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AND VARIAN, INC. Dated as of January 14, 1999Distribution Agreement • May 17th, 1999 • Varian Inc • Laboratory analytical instruments • Delaware
EXHIBIT 10.2 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • May 17th, 1999 • Varian Inc • Laboratory analytical instruments • Delaware
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 26th, 2008 • Varian Inc • Laboratory analytical instruments • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of October 6, 2008, by and between VARIAN, INC., a Delaware corporation (the “Company”)1, and Gordon B. Tredger, 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 • May 17th, 1999 • Varian Inc • Laboratory analytical instruments • Delaware
EXHIBIT 10.22 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------ THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of April 9, 2001, by and between VARIAN,...Change in Control Agreement • August 10th, 2001 • Varian Inc • Laboratory analytical instruments • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG AGILENT TECHNOLOGIES, INC., COBALT ACQUISITION CORP. AND VARIAN, INC. JULY 26, 2009Agreement and Plan of Merger • July 27th, 2009 • Varian Inc • Laboratory analytical instruments • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2009 (the “Agreement Date”) by and among Agilent Technologies, Inc., a Delaware corporation (“Acquiror”), Cobalt Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), and Varian, Inc., a Delaware corporation (the “Company”).
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, Inc., a Delaware corporation (the "Company"), and...Indemnity Agreement • March 8th, 1999 • Varian Inc • Laboratory analytical instruments
Form of Agreement between Varian, Inc. and Executive Officers (used beginning November 8, 2007) VARIAN, INC. OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 13th, 2007 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), a nonqualified stock option under the Company’s Omnibus Stock Plan (the “Plan”) to purchase shares of common stock of the Company (the “Shares”). The date of this Agreement is [GRANT DATE] (the “Grant Date”). In general, the latest date this option will expire is [EXPIRATION DATE] (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:
Form of Agreement between Varian, Inc. and Executive Officers (used beginning November 8, 2007) VARIAN, INC. OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 13th, 2007 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), shares of Restricted Stock (the “Shares”) under the Company’s Omnibus Stock Plan (the “Plan”). The date of this Agreement is [GRANT DATE] (the “Grant Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this grant are as follows:
Form of Nonqualified Stock Option Agreement between Varian, Inc. and Non- Employee Directors For New Director/Chairman Grants (used beginning February 1, 2008) VARIAN, INC. OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 6th, 2008 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF DIRECTOR] (the “Director”), 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 [GRANT DATE] (the “Grant Date”). In general, the latest date this option will expire is [TEN YEARS AFTER GRANT DATE] (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:
EXHIBIT 10.7 FORM OF CHANGE IN CONTROL AGREEMENT FOR SENIOR EXECUTIVES AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ------------------------------------------------ THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered...Control Agreement • March 8th, 1999 • Varian Inc • Laboratory analytical instruments • California
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 25th, 2009 • Varian Inc • Laboratory analytical instruments
THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered into by and between VARIAN, INC., a Delaware corporation (the “Company”), and Arthur W. Homan, an employee of the Company (“Employee”).
Form of Agreement between Varian, Inc. and Executive Officers (used beginning October 6, 2008) VARIAN, INC. OMNIBUS STOCK PLAN PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • September 15th, 2008 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), an award of Performance Shares under the Company’s Omnibus Stock Plan (the “Plan”). The date of this Performance Share Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A, Appendix B and the Plan, the principal features of this award are as follows:
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 Inc • Laboratory analytical instruments • California
VARIAN, INC. OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENTOmnibus Stock Plan • March 17th, 2009 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), shares of Restricted Stock (the “Shares”) under the Company’s Omnibus Stock Plan (the “Plan”). The date of this Agreement is [GRANT DATE] (the “Grant Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this grant are as follows:
ASSET PURCHASE AGREEMENT BY AND BETWEEN VARIAN, INC. As Seller AND JABIL CIRCUIT, INC. As Buyer Dated as of February 4, 2005Asset Purchase Agreement • March 17th, 2005 • Varian Inc • Laboratory analytical instruments • Delaware
ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of February 4, 2005 by and between Jabil Circuit, Inc., a Delaware corporation (the “Buyer”) and Varian, Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to individually as a “Party” and collectively herein as the “Parties.”
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 25th, 2009 • Varian Inc • Laboratory analytical instruments
THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered into by and between VARIAN, INC., a Delaware corporation (the “Company”), and Martin O’Donoghue, an employee of the Company (“Employee”).
Form of Restricted Stock Agreement between Varian, Inc. and Executive Officers (used beginning November 8, 2007) VARIAN, INC. OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENTForm of Restricted Stock • February 5th, 2008 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), shares of Restricted Stock (the “Shares”) under the Company’s Omnibus Stock Plan (the “Plan”). The date of this Agreement is [GRANT DATE] (the “Grant Date”). Subject to the provisions of Appendix A and of the Plan, the principal features of this grant are as follows:
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 25th, 2009 • Varian Inc • Laboratory analytical instruments
THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered into by and between VARIAN, INC., a Delaware corporation (the “Company”), and G. Edward McClammy, an employee of the Company (“Employee”).
Exhibit 10.17 DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS ------------------------------------------------ BETWEEN REGISTRANT AND NON- EMPLOYEE DIRECTORS --------------------------------------------- Each director who is not an employee of the...Varian Inc • December 21st, 1999 • Laboratory analytical instruments
Each director who is not an employee of the registrant receives an annual retainer fee of $20,000, plus $1,000 for each Board of Directors and Board committee meeting attended. The Chairman of the Board receives a retainer fee of $90,000 (in lieu of any other annual retainer, committee chair or attendance fees), and directors chairing standing committees of the Board each receive an additional annual retainer fee of $5,000. Under the registrant's Omnibus Stock Plan, directors may elect to receive, in lieu of all or a portion of the foregoing fees, shares of the Company's common stock based on the fair market value of the stock on the date the fees would have been paid. Each director is also reimbursed for all reasonable out-of-pocket expenses that such director and his or her spouse incurs attending Board meetings and functions.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 13th, 2007 • Varian Inc • Laboratory analytical instruments • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of November 8, 2007, by and between VARIAN, INC., a Delaware corporation (the “Company”)1, and Sergio Piras (“Employee”), an employee of Varian, S.p.A., an Italian company and a subsidiary of the Company (the “Subsidiary”).
EXHIBIT 10.2 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of February 25, 2000, by and between VARIAN, INC., a Delaware corporation (the "Company")1,...Change in Control Agreement • May 10th, 2000 • Varian Inc • Laboratory analytical instruments • California
RETENTION, INCENTIVE AND SEPARATION AGREEMENTRetention, Incentive and Separation Agreement • May 11th, 2005 • Varian Inc • Laboratory analytical instruments • California
This Retention, Incentive and Separation Agreement (this “Agreement”), dated as of February 4, 2005, is by and between Varian, Inc., a Delaware corporation (the “Company”), and C. Wilson Rudd (the “Executive”).
Exhibit 10.16 DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENT ----------------------------------------------- BETWEEN REGISTRANT AND G. EDWARD McCLAMMY ----------------------------------------- G. Edward McClammy was hired by the Registrant as its...Description of Certain • December 21st, 1999 • Varian Inc • Laboratory analytical instruments
RETENTION AND INCENTIVE AGREEMENTRetention and Incentive Agreement • May 12th, 2010 • Varian Inc • Laboratory analytical instruments • California
This Retention and Incentive Agreement (this “Agreement”), dated as of January 27, 2010, is by and between Varian, Inc., a Delaware corporation (the “Company”), and Gordon B. Tredger (“Employee”).
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 25th, 2009 • Varian Inc • Laboratory analytical instruments
THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered into by and between VARIAN, INC., a Delaware corporation (the “Company”), and Robert W. Dean II, an employee of the Company (“Employee”).
Exhibit 10.17 DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS ------------------------------------------------ BETWEEN REGISTRANT AND EXECUTIVE OFFICERS ----------------------------------------- Leased Automobiles The Registrant leases an automobile...Varian Inc • December 7th, 2001 • Laboratory analytical instruments
The Registrant leases an automobile for each of its executive officers, subject to certain lease "cap" limitations that vary by executive officer. The Registrant reimburses the executive officer for all fuel, maintenance and repairs costs for the leased automobile, and the Registrant insures the automobile under its insurance programs. The Registrant also reimburses the executive officer (by way of a "gross-up" payment) for taxes on imputed income for personal use of the automobile.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 13th, 2004 • Varian Inc • Laboratory analytical instruments • Delaware
SECOND AMENDMENT (this “Amendment”) to the Rights Agreement, dated as of February 18, 1999 (the “Rights Agreement”), between Varian, Inc., a Delaware corporation (the “Company”), and EquiServe Trust Company, N.A., as successor Rights Agent (the “Rights Agent”), made and entered into as of May 12, 2004.
EXHIBIT 10.3 AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into effective as of February 25, 2000, by and between VARIAN, INC., a Delaware corporation (the "Company")1,...Change in Control Agreement • May 10th, 2000 • Varian Inc • Laboratory analytical instruments • California
Exhibit 10.3 DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS ------------------------------------------------ BETWEEN REGISTRANT AND EXECUTIVE OFFICERS ----------------------------------------- Leased Automobiles The Registrant leases an automobile...Varian Inc • August 13th, 1999 • Laboratory analytical instruments
The Registrant leases an automobile for each of its executive officers, subject to certain lease "cap" limitations that vary by executive officer. The Registrant reimburses the executive officer for all fuel, maintenance and repairs costs for the leased automobile, and the Registrant insures the automobile under its insurance programs. The Registrant also reimburses the executive officer (by way of a "gross-up" payment) for taxes on imputed income for personal use of the automobile.
