0001193125-07-245231 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change 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 Arthur W. Homan, an employee of the Company (“Employee”).

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Form of Agreement between Varian, Inc. and Executive Officers (used beginning November 8, 2007) VARIAN, INC. OMNIBUS STOCK PLAN RESTRICTED STOCK AGREEMENT
Restricted 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 Agreement between Varian, Inc. and Executive Officers (used beginning November 8, 2007) VARIAN, INC. OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified 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 PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • November 13th, 2007 • 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:

CHANGE IN CONTROL AGREEMENT
Change 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”).

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