FORM OF VARIAN, INC. OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSNonqualified Stock Option Agreement • December 9th, 2004 • Varian Inc • Laboratory analytical instruments • California
Varian, Inc. (the “Company”) hereby grants you, [NAME OF NON-EMPLOYEE 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”). The latest date this option will expire is [EXPIRATION DATE TEN YEARS FROM 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:
FORM OF AMENDED AND RESTATED INDEMNITY AGREEMENTIndemnification & Liability • December 9th, 2004 • Varian Inc • Laboratory analytical instruments • Delaware
This Amended and Restated Indemnity Agreement (this “Agreement”) is made and entered into as of this 11th day of November, 2004, by and between Varian, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”):
