0001193125-05-241774 Sample Contracts

RETIREMENT AGREEMENT AND GENERAL RELEASE
Retirement 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”).

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FORM OF AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change 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”).

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. AMENDED AND RESTATED OMNIBUS STOCK PLAN INCORPORATING AMENDMENTS EFFECTIVE ON OR BEFORE FEBRUARY 24, 2005
Omnibus Stock Plan • December 13th, 2005 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware
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