Exhibit 99.2
VARIAN MEDICAL SYSTEMS, INC.
2005 Omnibus Stock Plan
RESTRICTED STOCK AGREEMENT
Varian Medical Systems, Inc. (the "Company") hereby grants to the
designated employee ("Employee"), a grant of 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
Grant Date is the date of this Agreement (the "Grant Date"). Subject to the
provisions of Appendix A (attached) and of the Plan, the principal features of
this grant are as follows:
TOTAL NUMBER OF SHARES OF RESTRICTED STOCK: [NUMBER A]
SCHEDULED VESTING DATES: NUMBER OF SHARES
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[DATE 5 YEAR FROM GRANT DATE] [33-1/3% of NUMBER A]
[DATE 10 YEARS FROM GRANT DATE] [33-1/3% of NUMBER A]
[DATE 15 YEARS FROM GRANT DATE] [33-1/3% of NUMBER A]
Your signature below indicates your agreement and understanding that
this grant is subject to all of the terms and conditions contained in Appendix A
and the Plan. For example, important additional information on vesting and
forfeiture of the Shares covered by this grant is contained in Paragraphs 3
through 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. YOU CAN REQUEST A
COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN PALO
ALTO, CALIFORNIA.
VARIAN MEDICAL SYSTEMS, INC. EMPLOYEE
By:
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Title: [NAME]
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK
1. Grant. The Company hereby grants to the Employee under the Plan
for past services and as a separate incentive in connection with his or her
employment and not in lieu of any salary or other compensation for his or her
services, an award of [NUMBER A] Shares of Restricted Stock on the date hereof,
subject to all of the terms and conditions in this Agreement and the Plan.
2. Shares Held in Escrow. Unless and until the Shares of Restricted
Stock shall have vested in the manner set forth in Paragraphs 3 or 4, such
Shares shall be issued in the name of the Employee and held by the Secretary of
the Company as escrow agent (the "Escrow Agent"), and shall not be sold,
transferred or otherwise disposed of, and shall not be pledged or otherwise
hypothecated. The Company may instruct the transfer agent for its Common Stock
to place a legend on the certificates representing the Restricted Stock or
otherwise note its records as to the restrictions on transfer set forth in this
Agreement and the Plan. The certificate or certificates representing such Shares
shall not be delivered by the Escrow Agent to the Employee unless and until the
Shares have vested and all other terms and conditions in this Agreement have
been satisfied.
3. Vesting Schedule. Except as provided in Paragraph 4, the Shares
of Restricted Stock awarded by this Agreement shall vest in the Employee, as to
thirty-three and one-third percent (33-1/3%) of such Shares on the fifth
anniversary of the date of this Award, and as to an additional thirty-three and
one-third percent (33-1/3%) on each succeeding five-year increments of the
anniversary date, until one hundred percent (100%) of such Shares shall have
been vested. Shares of Restricted Stock shall not vest in the Employee in
accordance with any of the provisions of this Agreement unless the Employee
shall have been continuously employed by the Company or by one of its Affiliates
from the Grant Date until the date such vesting is deemed to have occurred or
the employee's termination of service due to Retirement shall have occurred not
more than three years prior to the date such vesting is deemed to have occurred.
4. Committee Discretion. The Committee, in its absolute discretion,
may accelerate the vesting of the balance, or some lesser portion of the
balance, of the unvested Shares of Restricted Stock at any time. If so
accelerated, such Shares shall be considered as having vested as of the date
specified by the Committee.
5. Forfeiture. Except as provided in Paragraph 4, and
notwithstanding any contrary provision of this Agreement, the balance of the
Shares of Restricted Stock which have not vested at the time of the Employee's
Termination of Service or three years following Retirement shall thereupon be
forfeited and automatically transferred to and reacquired by the Company at no
cost to the Company. The Employee hereby appoints the Escrow Agent with full
power of substitution, as the Employee's true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Employee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon such
Termination of Service.
6. Death of Employee. Any distribution or delivery to be made to
the Employee under this Agreement shall, if the Employee is then deceased, be
made to the Employee's designated beneficiary, or if either no beneficiary
survives the Employee or the Committee does not permit beneficiary designations,
to the administrator or executor of the Employee's estate. Any designation of a
beneficiary by the Employee shall be effective only if such designation is made
in a form and manner acceptable to the Committee. Any transferee
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must furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining
to said transfer.
7. Withholding of Taxes. Notwithstanding any contrary provision of
this Agreement, no certificate representing Restricted Stock may be released
from the escrow established pursuant to Paragraph 2 unless and until the
Employee shall have delivered to the Company or its designated Affiliate the
full amount of any federal, state or local income or other taxes which the
Company or such Affiliate may be required by law to withhold with respect to
such Shares. The Employee may elect to satisfy any such income tax withholding
requirement by having the Company withhold Shares of Common Stock otherwise
deliverable to the Employee or by delivering to the Company already-owned Shares
of Common Stock, subject to the absolute discretion of the Committee to disallow
satisfaction of such withholding by the delivery or withholding of stock. If the
Employee fails to remit to the Company such withholding amount within the time
period specified by the Committee (in its discretion), the award may be
forfeited and in such case the Employee shall not receive any of the Shares
subject to this Agreement.
8. Rights as Stockholder. Neither the Employee nor any person
claiming under or through the Employee shall have any of the rights or
privileges of a stockholder of the Company in respect of any Shares deliverable
hereunder unless and until certificates representing such Shares shall have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Employee or the Escrow Agent. Except as
provided in Paragraph 10, after such issuance, recordation and delivery, the
Employee shall have all the rights of a stockholder of the Company with respect
to voting such Shares and receipt of dividends and distributions on such Shares.
9. No Effect on Service. The Employee's employment with the Company
and its Affiliates is on an at-will basis only. Accordingly, subject to any
written, express employment with the Employee, nothing in this Agreement or the
Plan shall confer upon the Employee any right to continue to be employed by the
Company or any Affiliate or shall interfere with or restrict in any way the
rights of the Company or the Affiliate, which are hereby expressly reserved, to
terminate the employment of the Employee at any time for any reason whatsoever,
with or without good cause. Such reservation of rights can be modified only in
an express written contract executed by a duly authorized officer of the Company
or the Affiliate employing or otherwise engaging the Employee. For purposes of
this Agreement, the transfer of the employment of the Employee between the
Company and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Service. Nothing herein contained shall affect the
Employee's right to participate in and receive benefits under and in accordance
with the then current provisions of any pension, insurance or other employee
welfare plan or program of the Company or any Affiliate.
10. Changes in Stock. In the event that as a result of a stock
dividend, stock split, reclassification, recapitalization, combination of Shares
or the adjustment in capital stock of the Company or otherwise, or as a result
of a merger, consolidation, spin-off or other reorganization, the Company's
Common Stock shall be increased, reduced or otherwise changed, and by virtue of
any such change the Employee shall in his or her capacity as owner of unvested
Shares of Restricted Stock which have been awarded to him or her (the "Prior
Shares") be entitled to new or additional or different Shares of stock or
securities (other than rights or warrants to purchase securities); such new or
additional or different Shares or securities shall thereupon be considered to be
unvested Restricted Stock and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to this
Agreement and the Plan. If the Employee receives rights or warrants with respect
to any Prior Shares, such rights or warrants may be held or exercised by the
Employee, provided that until such exercise any such rights or
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warrants and after such exercise any Shares or other securities acquired by the
exercise of such rights or warrants shall be considered to be unvested
Restricted Stock and shall be subject to all of the conditions and restrictions
which were applicable to the Prior Shares pursuant to the Plan and this
Agreement. The Committee in its absolute discretion at any time may accelerate
the vesting of all or any portion of such new or additional Shares of stock or
securities, rights or warrants to purchase securities or Shares or other
securities acquired by the exercise of such rights or warrants.
11. Address for Notices. Any notice to be given to the Company under
the terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at 0000 Xxxxxx Xxx, Xxxx Xxxx, Xxxxxxxxxx 00000, or at such other
address as the Company may hereafter designate in writing.
12. Grant is Not Transferable. Except as provided in Paragraph 6
above, this grant and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately shall become null and void.
13. Binding Agreement. Subject to the limitation on the
transferability of this grant contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
14. Conditions for Issuance of Certificates for Stock. The Shares of
stock deliverable to the Employee may be either previously authorized but
unissued Shares or issued Shares which have been reacquired by the Company. The
Company shall not be required to issue any certificate or certificates for
Shares of stock hereunder prior to fulfillment of all the following conditions:
(a) the admission of such Shares to listing on all stock exchanges on which such
class of stock is then listed; and (b) the completion of any registration or
other qualification of such Shares under any State or Federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and (c) the obtaining of any approval
or other clearance from any State or Federal governmental agency, which the
Committee shall, in its absolute discretion, determine to be necessary or
advisable; and (d) the lapse of such reasonable period of time following the
date of grant of the Restricted Stock as the Committee may establish from time
to time for reasons of administrative convenience.
15. Plan Governs. This Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms used and not defined in
this Agreement shall have the meaning set forth in the Plan.
16. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without reference to its
principles of conflicts of law.
17. Committee Authority. The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon the Employee, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or
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interpretation made in good faith with respect to the Plan or this Agreement. In
its absolute discretion, the Board may at any time and from time to time
exercise any and all rights and duties of the Committee under the Plan and this
Agreement.
18. Captions. Captions provided herein are for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
19. Agreement Severable. In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
20. Retirement Definition and Fortifier. For purposes of this
Agreement, Retirement shall mean an employee's voluntary termination of
employment at age 65 or above, or at age 55 with a minimum of 10 years
employment with the Company, provided, however, that in the event employee
commences employment with a company which competes with the Company in any of
Company's business, including but not limited to, equipment, software or other
products for the treatment of cancer, X-ray tubes, flat panel imaging devices
and industrial X-ray imaging devices, Company may, in its sole discretion,
terminate this Agreement, including the vesting of any options or other grants
which remain unvested as of the date employee commences employment with the
competitive company.
21. Modifications to the Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. The Employee
expressly warrants that he or she is not executing this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
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