0000927016-02-002632 Sample Contracts

May 7, 2002 Varian Semiconductor Equipment Associates, Inc. 35 Dory Road Gloucester, Massachusetts 01930 Re: Varian Semiconductor Equipment Associates, Inc. Employee Stock -------------------------------------------------------------- Purchase Plan...
Employee Stock Purchase Plan • May 7th, 2002 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 150,000 shares of common stock, $0.01 par value per share (the "Shares"), of Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the "Company"), issuable under the Company's Employee Stock Purchase Plan (the "Plan").

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